v3.26.1
Related Party Transactions
12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Related Party Transactions

9. Related Party Transactions

 

Due to Affiliate

The following table details the components of due to affiliate on the Consolidated Balance Sheets ($ in thousands):

 

 

December 31, 2025

 

 

December 31, 2024

 

Advanced organizational and offering costs

 

$

5,401

 

 

$

4,947

 

General and administrative expenses

 

 

3,237

 

 

 

2,174

 

Accrued management fee

 

 

1,090

 

 

 

 

Accrued performance participation allocation

 

 

503

 

 

 

 

Accrued shareholder servicing fee

 

 

50,439

 

 

 

 

Total

 

$

60,670

 

 

$

7,121

 

Advanced Organization and Offering Costs

The Adviser has agreed to advance organization and offering costs on behalf of the Company (including legal, accounting and other expenses attributable to the organization, but excluding ongoing servicing fees) through August 1, 2025, the first anniversary of the initial closing of the Company’s private offering. The Company is reimbursing the Adviser for all such advanced expenses in equal monthly installments over the 60-month period that began on August 1, 2025. Additionally, the Adviser pays certain other general corporate expenses on behalf of the Company. Such expenses are reimbursed by the Company to the Adviser in the ordinary course. Any amount due to the Adviser but not paid is recorded as a component of due to affiliate on the Consolidated Balance Sheets. As of December 31, 2025 and 2024, $5.4 million and $4.9 million, respectively, of reimbursable costs were payable to the Adviser.

General and Administrative Expense

The Adviser has agreed to advance certain operating costs, including debt issuance costs and general and administrative expenses, incurred through December 31, 2025. The Company is reimbursing the Adviser for all such advanced operating expenses in equal monthly installments over the 60 month period that began on January 1, 2025. Additionally, the Adviser pays certain other general corporate expenses on behalf of the Company. Such expenses are reimbursed by the Company to the adviser in the ordinary course. As of December 31, 2025 and 2024, the Adviser had incurred operating expenses, including general and administrative expenses of $2.8 million and $1.9 million, respectively, on behalf of the Company, that are recorded as a component of due to affiliate on the Consolidated Balance Sheets. Additionally, approximately $0.4 million and $0.3 million were payable to the Board of Trustees related to compensation expense at December 31, 2025 and 2024, respectively.

Management Fee

As compensation for its services provided pursuant to the management agreement, the Adviser, for Class J-4 shares, Class J-5 shares, Class S shares, Class D shares and Class I shares, will be paid a management fee of 1.25% of NAV per annum payable monthly, and for Class B shares, Class R shares, Class J-1 shares, Class J-2 shares, Class J-3 shares and Class E shares, a management fee of 1.00% of NAV per annum payable monthly. The management fee paid in respect of any Class B shares, Class R shares, Class J-1 shares, Class J-2 shares or Class J-3 shares that are purchased by a shareholder until March 31, 2025 were waived. The Adviser agreed to waive the management fee in respect of any Class E shares issued for so long as the Company qualifies as a “publicly offered REIT.” During the year ended December 31, 2025, the Company recognized $8.4 million of management fees in the Company’s Consolidated Statements of Operations. The Company did not recognize any management fees during the period from June 4, 2024 (Date of Formation) through December 31, 2024.

Performance Fee

The Adviser may be entitled to a performance fee, which is accrued monthly and payable quarterly in arrears. The performance fee will be in an amount equal to 12.5% of the Company’s Core Earnings (as defined below) for the immediately preceding calendar quarter, subject to the “hurdle rate,” which is expressed as a rate of return on adjusted capital, equal to 1.25% per quarter, or an annualized hurdle rate of 5.0%.

Once the Company’s Core Earnings in any calendar quarter exceeds the hurdle rate, the Adviser is entitled to a “catch-up” fee equal to the amount of Core Earnings in excess of the hurdle rate, until the Company’s Core Earnings for such quarter exceeds the result of (i) the hurdle rate divided by (ii) 0.875 (or 1 minus 0.125) of adjusted capital. Thereafter, the Adviser is entitled to receive 12.5% of the Company’s Core Earnings. The Company will not pay the Adviser a performance fee with respect to the Class B shares, Class R shares, Class J-1 shares, Class J-2 shares, Class J-3 shares or Class E shares.

For purposes of calculating the performance fee, “Core Earnings” means: the net income (loss) attributable to shareholders of Class J-4 shares, Class J-5 shares, Class S shares, Class D shares and Class I shares, computed in accordance with GAAP, including realized gains (losses) not otherwise included in GAAP net income (loss) and excluding (i) non-cash equity compensation expense, (ii) the performance fee, (iii) depreciation and amortization, (iv) any unrealized gains or losses or other non-cash items that are included in net income for the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss, or in net income, (v) one-time events pursuant to changes in GAAP, and (vi) certain non-cash adjustments and certain material non-cash income or expense items, in each case after discussions between the Adviser and the Company’s independent trustees and approved by a majority of the Company’s independent trustees. During the year ended December 31, 2025, the Company recognized $1.0 million of performance participation allocation expense in the Company‘s Consolidated Statements of Operations. The Company did not recognize any performance participation allocation expense during the period from June 4, 2024 (Date of Formation) through December 31, 2024.

 

Accrued Shareholder Servicing Fees

On April 11, 2025, the Company appointed Fortress Wealth Solutions LLC (the “Dealer Manager”), an affiliate of the Adviser, as dealer manager in connection with its ongoing private offering of securities. The Company accrues ongoing shareholder servicing fees payable to the Dealer Manager, for ongoing services rendered to applicable share classes. The shareholder servicing fees are calculated as a percentage of the aggregate NAV of applicable share classes as follows:

 

0.85% per annum for Class R and Class S shareholders
0.50% per annum for Class J-1 and Class J-4 shareholders
0.25% per annum for Class J-2 and Class D shareholders

The ongoing shareholder servicing fees are paid monthly in arrears. At the time such shares are sold to a shareholder, the Company accrues an estimate of the future shareholder servicing payable to the Dealer Manager. The estimate is based on the expected holding period by the shareholders and level of servicing fees attributed to such share class, which currently approximates 8.75%. The Company subsequently reassesses such liability at each reporting period.

Related Party Share Ownership

As of December 31, 2025, FIG LLC owns 998,345 Class E shares for an aggregate purchase price of $20.0 million.

Investment Activity

On November 6, 2025, the Company acquired a pool of tax liens from an affiliate of the Adviser for a gross purchase price of $189.0 million with an effective date of August 31, 2025. After adjusting for subsequent purchase and collection activity between the effective date and the acquisition date, the net purchase price was approximately $161.0 million. The acquisition was partially financed through an increase of approximately $101.5 million in borrowings under the Company’s Revolving Credit Facility.