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| RELATED PARTY TRANSACTIONS | NOTE 13 – RELATED PARTY TRANSACTIONS 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 Kenneth P. Regan, by Trustee James S. Wieland, by the Trust’s President and Chief Financial Officer, Megan E. Schreiner, by the Trust’s General Counsel and Secretary Michael P. Carlson, by the Trust’s Chief Investment Officer Luke B. Swenson, and by the Trust’s Vice President David F. Perkins. Messrs. Regan, Carlson, Swenson, and Perkins and Mmes. Schreiner all serve as officers of the Advisor. Messrs. Regan, Carlson, Swenson, and Perkins and Mmes. Schreiner all serve on the Advisor’s Board of Governors and the Board of Directors of GOLDMARK Property Management, Inc. 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. GOLDMARK Property Management, Inc., is a North Dakota corporation formed in 1981. GOLDMARK Property Management, Inc. performs property management services for the Trust. 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. 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. Property Management Fee We paid fees to GOLDMARK Property Management, Inc. related to the management of various properties, including on-site staff costs and other miscellaneous fees required to manage to such properties. 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.
Advisory Agreement 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 19, 2026, and is effective until March 31, 2027. The below table summarizes the fees incurred to our Advisor.
The below table summarizes the fees payable to our Advisor.
Operating Partnership Units Issued in Connection with Acquisitions During the three months ended March 31, 2026, 158,000 Operating Partnership units were issued to an entity affiliated with Messrs. Regan and Wieland, two of our trustees, in connection with the acquisition of Stonebridge Apartments. The aggregate value of these units was $4,017. During the three months ended March 31, 2025 there were no Operating Partnership units issued. Commissions During the three months ended March 31, 2026 there were $402 real estate commissions paid to GOLDMARK Commercial Real Estate. During the three months ended March 31, 2025 there were no real estate commissions paid to GOLDMARK Commercial Real Estate. As of March 31, 2026 and December 31, 2025, there were no unpaid commissions to GOLDMARK Commercial Real Estate. During the three months ended March 31, 2026, there were $100 in real estate commissions paid to GOLDMARK Property Management. During the three months ended March 31, 2025, there were no commissions paid to GOLDMARK Property Management. As of March 31, 2026 and December 31, 2025, there were no unpaid commissions to GOLDMARK Property Management. Due to Related Parties As of March 31, 2026, and December 31, 2025, the Trust had $354 and $616, respectively, for other related party payables. Rental Income The Trust leases office space to certain affiliates pursuant to operating lease agreements. The table below summarizes rental income earned from affiliates.
Debt Financing At March 31, 2026 and December 31, 2025, the Trust had $53,203 and $53,797, respectively, of outstanding principal on loans entered into with Bell Bank. During the three months ended March 31, 2026 and 2025, the Trust incurred interest expense on debt held with Bell Bank of $555 and $571, respectively. Accrued interest as of March 31, 2026, and December 31, 2025, related to this debt was $126 and $128, respectively. At March 31, 2026 and December 31, 2025, the Trust had $- and $10,000, respectively, of outstanding principal on loans entered into with Sterling Office and Industrial Properties, LLLP. During the three months ended March 31, 2026 and 2025, the Trust incurred interest expense on debt held with Sterling Office and Industrial Properties, LLLP of $16 and $25, respectively. Accrued interest as of March 31, 2026, and December 31, 2025, related to this debt was $- and $39, respectively. Mezzanine Financing The trust offers mezzanine financing to joint ventures, see note 5 for investment in unconsolidated affiliates. Sterling issued a second mortgage financing to certain investments in unconsolidated affiliate as follows: On August 18, 2020, financing was secured with SE Maple Grove, LLC for $3,305 at a rate of 7.25% with the full amount of principal and accrued interest paid off in September 2025. On December 17, 2020, financing was secured with SE Rogers, LLC for $2,932 at a rate of 7.25% with the full amount of principal and accrued interest paid off in December 2025. On November 5, 2021, financing was secured with SE Brooklyn Park, LLC for $3,127 at a rate of 7.25% with the full amount of principal and accrued interest due on December 10, 2026. As of March 31, 2026 and December 31, 2025, Sterling issued $2,294, and $2,294 respectively, in second mortgage financing to investments in unconsolidated affiliates. During the three months ended March 31, 2026 and 2025, the trust earned interest income of $64 and $142 respectively, related to the second mortgage financing. Insurance Services The trust retains insurance services from Bell Insurance. Policies provided by these services provide insurance coverage for the Trust’s Director and Officer general and liability coverage. As of March 31, 2026, and December 31, 2025, total premiums incurred for this policy were $63 and $65. As of March 31, 2025, total premiums incurred for this policy was $-. |
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