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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2026
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition period from __________ to __________.
Commission file number 000-56720
BlackRock Monticello Debt Real Estate Investment Trust
(Exact name of Registrant as specified in Its Charter)
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Maryland |
50 Hudson Yards New York, NY 10001 |
33-6595754 |
(State or other jurisdiction of incorporation or organization) |
(Address of principal executive offices) (Zip Code) |
(I.R.S. Employer Identification No.) |
Registrant’s telephone number, including area code: (212) 810-5300
Securities registered pursuant to Section 12(b) of the Act: None
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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|
|
|
|
Large accelerated filer |
☐ |
|
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
|
Smaller reporting company |
☒ |
|
|
|
Emerging growth company |
☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of May 5, 2026, the registrant had the following shares outstanding: 347,110 Class E common shares, 5,600,925 Class F-I common shares, and 2,745,561 Class F-S common shares. There are no outstanding Class S common shares, Class T common shares, Class D common shares, Class I common shares, or Class F-D common shares.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BlackRock Monticello Debt Real Estate Investment Trust
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except for share and per share data)
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
Assets |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
3,171 |
|
|
$ |
4,617 |
|
Restricted cash |
|
|
59 |
|
|
|
803 |
|
Real estate loan investments, at fair value |
|
|
793,499 |
|
|
|
561,965 |
|
Accrued interest receivable |
|
|
5,782 |
|
|
|
3,801 |
|
Other assets |
|
|
120 |
|
|
|
329 |
|
Total assets |
|
$ |
802,631 |
|
|
$ |
571,515 |
|
Liabilities and Equity |
|
|
|
|
|
|
Debt obligations, at fair value |
|
$ |
616,063 |
|
|
$ |
443,213 |
|
Accrued interest and fees payable |
|
|
1,723 |
|
|
|
1,042 |
|
Due to affiliates |
|
|
15,066 |
|
|
|
11,561 |
|
Distribution payable |
|
|
1,380 |
|
|
|
1,437 |
|
Shareholder servicing fees payable |
|
|
3,451 |
|
|
|
1,101 |
|
Accrued expenses |
|
|
2,138 |
|
|
|
2,115 |
|
Total liabilities |
|
$ |
639,821 |
|
|
$ |
460,469 |
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 13) |
|
|
|
|
|
|
Redeemable common shares, par value $0.01 per share; 260,080 and 260,080 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively (Note 7) |
|
$ |
6,583 |
|
|
$ |
6,531 |
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Common shares - Class E, par value $0.01 per common share, 86,915 and 50,731 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively |
|
|
1 |
|
|
|
1 |
|
Common shares - Class F-I, par value $0.01 per common share, 5,038,277 and 4,086,380 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively |
|
|
50 |
|
|
|
41 |
|
Common shares - Class F-S, par value $0.01 per common share, 1,658,402 and 512,386 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively |
|
|
16 |
|
|
|
5 |
|
Additional paid in capital |
|
|
153,481 |
|
|
|
106,487 |
|
Accumulated earnings (deficit) |
|
|
2,679 |
|
|
|
(2,019 |
) |
Total equity |
|
$ |
156,227 |
|
|
$ |
104,515 |
|
Total liabilities, redeemable common shares and equity |
|
$ |
802,631 |
|
|
$ |
571,515 |
|
See accompanying notes to condensed consolidated financial statements.
BlackRock Monticello Debt Real Estate Investment Trust
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except for share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2026 |
|
|
|
|
For the Three Months Ended March 31, 2025 |
|
Revenue |
|
|
|
|
|
|
|
|
Interest income |
|
$ |
14,136 |
|
|
|
|
$ |
— |
|
Other income |
|
|
2,343 |
|
|
|
|
|
— |
|
Total revenue |
|
|
16,479 |
|
|
|
|
|
— |
|
Expenses |
|
|
|
|
|
|
|
|
Interest and fees on debt obligations |
|
$ |
7,462 |
|
|
|
|
$ |
— |
|
Debt issuance costs |
|
|
751 |
|
|
|
|
|
— |
|
Organizational costs |
|
|
— |
|
|
|
|
|
— |
|
Origination fees payable to advisors |
|
|
1,152 |
|
|
|
|
|
— |
|
General and administrative |
|
|
2,088 |
|
|
|
|
|
— |
|
Performance fees |
|
|
121 |
|
|
|
|
|
— |
|
Total expenses |
|
$ |
11,574 |
|
|
|
|
$ |
— |
|
Gains (losses) from operations and financing |
|
|
|
|
|
|
|
|
Unrealized gain (loss) on real estate loan investments |
|
|
— |
|
|
|
|
|
— |
|
Unrealized gain (loss) on debt obligations |
|
|
— |
|
|
|
|
|
— |
|
Total gain (loss) from operations and financing, net |
|
|
— |
|
|
|
|
|
— |
|
Net income |
|
$ |
4,905 |
|
|
|
|
$ |
— |
|
Net income per common share, basic and diluted (Note 9) |
|
$ |
0.78 |
|
|
|
|
$ |
— |
|
Weighted-average common shares outstanding, basic and diluted (Note 9) |
|
|
6,320,162 |
|
|
|
|
|
80 |
|
See accompanying notes to condensed consolidated financial statements.
BlackRock Monticello Debt Real Estate Investment Trust
Condensed Consolidated Statements of Changes in Redeemable Common Shares and Equity (Unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable Common Shares (1) |
|
|
Class E Common Shares |
|
|
Class F-I Common Shares |
|
|
Class F-S Common Shares |
|
|
Additional Paid-In Capital |
|
|
Accumulated Earnings (Deficit) |
|
|
Total Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2025 |
|
$ |
6,531 |
|
|
$ |
1 |
|
|
$ |
41 |
|
|
$ |
5 |
|
|
$ |
106,487 |
|
|
$ |
(2,019 |
) |
|
$ |
104,515 |
|
Common shares issued |
|
|
— |
|
|
|
— |
|
|
|
9 |
|
|
|
11 |
|
|
|
52,226 |
|
|
|
— |
|
|
$ |
52,246 |
|
Offering costs |
|
|
(30 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,079 |
) |
|
|
— |
|
|
$ |
(3,079 |
) |
Net income (loss) |
|
|
207 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,698 |
|
|
$ |
4,698 |
|
Distribution reinvestment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,354 |
|
|
|
— |
|
|
$ |
1,354 |
|
Distributions declared on common shares(2) |
|
|
(150 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,430 |
) |
|
|
— |
|
|
$ |
(3,430 |
) |
Common shares repurchased |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(52 |
) |
|
|
— |
|
|
$ |
(52 |
) |
Remeasurement of redeemable common shares |
|
|
25 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(25 |
) |
|
|
— |
|
|
$ |
(25 |
) |
Balance as of March 31, 2026 |
|
$ |
6,583 |
|
|
$ |
1 |
|
|
$ |
50 |
|
|
$ |
16 |
|
|
$ |
153,481 |
|
|
$ |
2,679 |
|
|
$ |
156,227 |
|
________________________
See notes below
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable Common Shares (1) |
|
|
Class E Common Shares |
|
|
Class F-I Common Shares |
|
|
Class F-S Common Shares |
|
|
Additional Paid-In Capital |
|
|
Accumulated Earnings (Deficit) |
|
|
Total Equity |
|
Balance as of December 31, 2024 |
|
$ |
2 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Allocation to redeemable non-controlling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Balance as of March 31, 2025 |
|
$ |
2 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
(1)Redeemable common shares pertain to Class E shares purchased by the Advisors or their affiliates. See Note 7.
(2)The gross per share distributions declared for Class E, Class F-I, and Class F-S were $0.5781, $0.5781 and $0.5781 respectively.
See accompanying notes to condensed consolidated financial statements.
BlackRock Monticello Debt Real Estate Investment Trust
Condensed Consolidated Statement of Cash Flows (Unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2026 |
|
For the Three Months Ended March 31, 2025 |
|
Cash flows from operating activities |
|
|
|
|
|
Net income |
|
$ |
4,905 |
|
$ |
— |
|
Adjustments to reconcile net income to net cash provided by operating activities |
|
|
|
|
|
Debt issuance costs |
|
|
751 |
|
|
— |
|
Change in assets and liabilities |
|
|
|
|
|
(Increase) decrease in accrued interest receivable |
|
|
(1,981 |
) |
|
— |
|
(Increase) decrease in other assets |
|
|
209 |
|
|
— |
|
Increase (decrease) in accrued interest payable |
|
|
681 |
|
|
— |
|
Increase (decrease) in accrued expenses |
|
|
23 |
|
|
— |
|
Increase (decrease) in due to affiliates |
|
|
2,074 |
|
|
— |
|
Net cash provided by operating activities |
|
|
6,662 |
|
|
— |
|
|
|
|
|
|
|
Cash flow from investing activities |
|
|
|
|
|
Originations and fundings of real estate loan investments |
|
|
(231,534 |
) |
|
— |
|
Net cash used in investing activities |
|
|
(231,534 |
) |
|
— |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
Proceeds from issuance of common shares |
|
|
53,600 |
|
|
— |
|
Borrowings under debt obligations |
|
|
253,545 |
|
|
— |
|
Repayment of debt obligations |
|
|
(80,695 |
) |
|
— |
|
Distributions paid |
|
|
(3,637 |
) |
|
— |
|
Repurchase of common shares |
|
|
(52 |
) |
|
— |
|
Payment of debt issuance costs |
|
|
(79 |
) |
|
— |
|
Net cash provided by financing activities |
|
|
222,682 |
|
|
— |
|
|
|
|
|
|
|
Net change in cash, cash equivalents and restricted cash |
|
|
(2,190 |
) |
|
— |
|
Cash, cash equivalents and restricted cash, beginning of period |
|
|
5,420 |
|
|
2 |
|
Cash, cash equivalents and restricted cash, end of period |
|
$ |
3,230 |
|
$ |
2 |
|
|
|
|
|
|
|
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets: |
|
|
|
|
|
Cash and cash equivalents |
|
|
3,171 |
|
|
2 |
|
Restricted cash |
|
|
59 |
|
|
— |
|
Total cash, cash equivalents and restricted cash |
|
$ |
3,230 |
|
$ |
2 |
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
Cash paid for interest |
|
|
6,750 |
|
|
— |
|
|
|
|
|
|
|
Non-cash financing activities |
|
|
|
|
|
Change in accrued debt issuance costs due to affiliates |
|
|
672 |
|
|
— |
|
Accrued distributions and repurchases |
|
|
1,380 |
|
|
— |
|
Change in advanced offering costs due to affiliates |
|
|
759 |
|
|
— |
|
Shareholder servicing fees payable |
|
|
2,350 |
|
|
— |
|
Distribution reinvestment |
|
|
1,354 |
|
|
— |
|
See accompanying notes to condensed consolidated financial statements.
BlackRock Monticello Debt Real Estate Investment Trust
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Organization
BlackRock Monticello Debt Real Estate Investment Trust (the “Company”) was formed on November 7, 2024 as a Maryland statutory trust and intends to elect and to qualify to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes. The Company’s sponsors are BlackRock, Inc. (“BlackRock”) and MONTICELLOAM, LLC (together with its affiliates, “Monticello”) (each, a “Sponsor”, and together, the “Sponsors”). BlackRock Financial Management, Inc. (the “BlackRock Advisor”), an affiliate of BlackRock, and MONTICELLOAM, LLC (in its capacity as investment adviser to the Company, the “Monticello Advisor”), serve as the external advisors to the Company (each, an “Advisor” and, together, the “Advisors”).
The Company seeks to (1) provide shareholders with current income in the form of regular, stable cash distributions in order to achieve an attractive distribution yield; (2) preserve and protect shareholders’ invested capital by focusing on high quality real estate assets that typically have current cash-flow and/or limited business plan risk; (3) reduce downside risk through conservative loan-to-value ratios against high quality real estate assets with meaningful borrower equity or implied equity; and (4) provide an investment alternative for shareholders seeking to allocate a portion of their investment portfolios to real estate loan investments with lower volatility than publicly traded securities and compelling risk-adjusted returns compared to fixed income alternatives.
The Company’s primary investment strategy is to originate, acquire, finance, manage and dispose of a portfolio consisting primarily of real estate loan investments, including senior mortgage loans, subordinated debt and other similar investments. The real estate loans are secured by properties located in the United States and include, without limitation seniors housing, multifamily and other commercial real estate assets. To a lesser extent, the Company invests in publicly traded real estate-related debt or securities, private real estate-related debt, and other securities, including collateralized loan obligations and/or cash equivalent investments.
The Company is a “perpetual-life REIT,” meaning the Company will be an investment vehicle of indefinite duration, whose shares are intended to be sold monthly on a continuous basis at a price generally equal to the Company’s prior month’s net asset value (“NAV”) per share.
Note 2. Significant Accounting Policies
The Company believes the following significant accounting policies, among others, affect its significant estimates and assumptions used in the preparation of the condensed consolidated financial statements.
Principles of Consolidation and Basis of Presentation: The accompanying unaudited condensed consolidated financial statements and related notes of the Company are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The unaudited condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries, and all intercompany transactions and balances have been eliminated.
Use of Estimates: The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the condensed consolidated Balance Sheets, and the reported amounts of revenues and expenses during the period. Actual results may ultimately differ materially from those estimates.
Cash and Cash Equivalents: Cash and cash equivalents represents demand deposits held in banks and investments in overnight money market funds. The Company has bank balances that are in excess of federally insured amounts however, the Company deposits its cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure. Cash is carried at cost which approximates fair value. In accordance with the fair value hierarchy under Accounting Standards Codification ("ASC") 820, Fair Value Measurements, cash and cash equivalents are considered level 1.
Restricted Cash: The Company maintains cash balances that are restricted as to use, including amounts held in reserve accounts or margin accounts in connection with our debt obligations.
Fair Value Option: The Company has elected the fair value option for certain eligible financial assets and liabilities including real estate loan investments, and the Company's debt obligations. The fair value elections were made to create a more direct alignment between the Company’s financial reporting and the calculation of NAV per share used to determine the prices at which investors can purchase and redeem common shares of the Company.
The decision to elect the fair value option is determined on an instrument-by-instrument basis and must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to this guidance are required to be reported separately on the Company’s balance sheets from those instruments using another accounting method.
The Company’s fair value option elections are made in accordance with the guidance in ASC 825, Financial Instruments, that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and liabilities. In the cases of real estate loan investments for which the fair value option is elected, origination fees, up-front fees and costs related to the origination or acquisition of the real estate loan investments are immediately expensed in earnings as incurred. Unrealized gains and losses on assets and liabilities for which the fair value option has been elected, if any, are also reported in earnings. This is because under the fair value option, a lender reports the instrument at its exit price (i.e., the price that would be received to sell the instrument in an orderly transaction), which reflects the market’s assessment of the instrument’s cash flows and risks and does not include any entity-specific costs or fees. Similarly, for the Company's debt obligations, debt issuance costs are immediately expensed in earnings.
The Company has elected the fair value option for its real estate loan investments reported in Note 3 and debt obligations reported in Note 4.
Redeemable Common Shares: The Company classifies common shares held by the Advisors or their respective affiliates as redeemable common shares on the Condensed Consolidated Balance Sheets at the greater of their carrying amount or their redemption value. Changes in the fair value of redeemable common shares are recorded to additional paid-in capital. Redeemable common shares are also presented as temporary equity in the Condensed Consolidated Balance Sheets as they may be repurchased outside the control of the Company following applicable liquidity dates and subject to certain conditions in accordance with the shareholder’s respective subscription agreement (see Note 7).
Real estate loan investments: The Company originates or acquires mortgage loans secured by the borrower's interest in underlying real estate. In addition, the Company may acquire subordinate participation interests in mortgage or mezzanine loans originated by our affiliates or in the secondary market. Changes in fair value are recorded as unrealized gain (loss) on real estate loan investments in the Condensed Consolidated Statement of Operations.
Repurchase agreements: The Company finances real estate loan investments using repurchase agreements and secures these financing transactions with real estate loan investments. The repurchase agreements are therefore treated as collateralized financing transactions, and recorded at fair value within debt obligations on the Condensed Consolidated Balance Sheets. Changes in the fair value are recorded as unrealized gain (loss) on debt obligations in the Condensed Consolidated Statement of Operations.
Revenue Recognition: Interest income on real estate loan investments is accrued based on the outstanding principal amount and contractual terms of the instrument.
Origination fee income is recognized in earnings upon origination of the real estate loan investment and recorded within other income on the Condensed Consolidated Statement of Operations. The origination fee is earned when the performance obligation is satisfied by the Company which occurs when the respective loan amount is transferred to the borrower.
Other non-real estate loan investment interest income is earned on overnight cash investments and is recognized on an accrual basis in other income on the Condensed Consolidated Statement of Operations.
Interest and fees on debt obligations: The Company expenses contractual interest due in accordance with repurchase agreements and revolving credit facility agreements as incurred. Minimum utilization and unused fees are expensed as incurred in accordance with the terms of the respective debt agreements.
Debt issuance costs: As the Company has elected the fair value option for its debt obligations, debt issuance costs are expensed immediately on the Condensed Consolidated Statement of Operations as debt issuance costs and pertain to legal, commitment, and other up-front lender costs incurred upon entering new debt obligations.
Income Taxes: The Company intends to elect to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), commencing with its taxable year ending December 31, 2025. A REIT is subject to several organizational and operational requirements including that it must distribute at least 90% of its REIT taxable income to its shareholders each year. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.
The Company has elected to treat certain subsidiaries as taxable REIT subsidiaries (“TRS”) which are subject to federal, state, and local corporate income tax, as applicable. A TRS may hold investments in assets, income streams, or associated expenses that produce non-qualifying items for purposes of REIT compliance. Deferred tax assets, valuation allowance, and deferred tax liabilities are recorded within other assets or other liabilities, as applicable, on our Condensed Consolidated Balance Sheets.
FASB ASC 740, Income Taxes ("ASC 740"), requires the evaluation of tax positions taken or expected to be taken to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax impact to be recognized is measured as the largest amount that is greater than 50% likely of being realized upon ultimate settlement, which could result in the Company recording a tax liability that would reduce net assets. The Company has reviewed its tax positions and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the financial statements.
Organization, Offering and Certain Operating Expenses: The Advisors have agreed to advance all of the Company’s organization and offering expenses and certain operating expenses through July 1, 2026, which is the first anniversary of the initial closing that occurred on July 1, 2025 (the "Initial Retail Closing") of the Company's continuous, blind pool private offering (the "Private Offering") that included investors other than the Sponsors and the Advisors.
The organization and offering expenses include the legal costs of structuring and forming the Company, drafting of governing documents, drafting of service provider agreements, and legal and accounting fees related to various SEC filings. Other organization and offering costs include printing, mailing, subscription processing and filing fees and expenses, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of our escrow agent and transfer agent, and expense reimbursements for actual costs incurred by employees of the Dealer Manager (as defined in Note 10) in the performance of wholesaling activities, but exclude upfront selling commissions, dealer manager fees and the shareholder servicing fee.
Certain operating expenses include other general and administrative costs, debt issuance costs, and other costs. Further, the organization, offering and certain operating expenses include costs and expenses eligible for reimbursement of personnel of the Advisors and their affiliates other than those who provide investment advisory services to us or serve as the Company’s executive officers. The Company will reimburse the Advisors for all such advanced expenses ratably over the 60 months following July 1, 2026, which is the first anniversary of the Initial Retail Closing. As of March 31, 2026 and December 31, 2025, the Company had $11.8 million and $11.0 million, respectively, of certain advanced expenses which will be ratably paid over the 60 months starting July 1, 2026. Certain costs and expenses were eligible for reimbursement but were not asked to be reimbursed by the Advisors for the year ended December 31, 2025 and the three months ended March 31, 2026.
Organizational and certain operating expenses are recorded to earnings within the Condensed Consolidated Statement of Operations. Offering costs are related to the marketing and selling of the Company’s common shares in connection with the private placement and are recorded directly in the Condensed Consolidated Statement of Changes in Redeemable Common Shares and Equity.
Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, real estate loan investments and interest receivable. The Company may place cash in excess of insured amounts with high quality financial institutions. The Company performs ongoing analysis of credit risk concentrations in its investment portfolio by evaluating exposure to various markets, underlying property types, term, tenant mix and other credit metrics.
Segment Reporting: The Company operates and reports its business as a single reportable segment, which includes originating, acquiring, managing and investing in real estate loan investments, including senior mortgage loans, subordinated debt and other similar investments. The Company’s chief operating decision maker (“CODM”) is our senior management team, comprised of our chief executive officer, our chief financial officer, and the investment management teams from our Advisors. The CODM makes key operating decisions, evaluates financial results, investment performance, and allocates resources at the consolidated level for the entire portfolio based on consolidated revenues, expenses, and net income as reported on the Condensed Consolidated Statement of Operations. Accordingly, the Company has a single operating and reportable segment and the CODM evaluates profitability using net income. Net income is used by the CODM in assessing the operating performance of the segment. All expense categories on the Condensed Consolidated Statement of Operations are significant and there are no significant segment expenses that require disclosure. The measure of segment assets is reported as total assets in our Condensed Consolidated Balance Sheets.
Recently Adopted Accounting Standards: In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes, which provides improvements to income tax disclosures by enhancing the transparency around rate reconciliation and income taxes paid by jurisdiction. We adopted this standard as of the annual reporting period beginning January 1, 2025, and applied the new guidance prospectively. Adoption of this standard has not had a material impact on our condensed consolidated financial statements. Refer to Note 11 for our relevant income tax disclosures.
Accounting Pronouncements Pending Adoption: In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the consolidated financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The guidance is to be applied either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.
Note 3. Real Estate Loan Investments, at fair value
The following table summarizes the real estate loan investments, at fair value as of March 31, 2026 and December 31, 2025 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Type |
|
Loan Amount (1) |
|
|
Principal Balance Outstanding |
|
|
Fair Value |
|
|
Period-end Weighted Average Rate (2)(3) |
|
|
Weighted Average Life Remaining (years) (4) |
|
March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior loans |
|
$ |
788,784 |
|
|
$ |
716,521 |
|
|
$ |
716,521 |
|
|
|
7.40 |
% |
|
|
3.3 |
|
Subordinate participation interest(5) |
|
|
63,033 |
|
|
|
62,533 |
|
|
|
62,533 |
|
|
|
8.24 |
% |
|
|
3.6 |
|
Mezzanine loans(6) |
|
|
15,564 |
|
|
|
14,445 |
|
|
|
14,445 |
|
|
|
15.73 |
% |
|
|
3.1 |
|
|
|
$ |
867,381 |
|
|
$ |
793,499 |
|
|
$ |
793,499 |
|
|
|
7.62 |
% |
|
|
3.3 |
|
December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior loans |
|
$ |
566,200 |
|
|
$ |
511,237 |
|
|
$ |
511,237 |
|
|
|
7.43 |
% |
|
|
3.7 |
|
Subordinate participation interest(5) |
|
|
36,783 |
|
|
|
36,283 |
|
|
|
36,283 |
|
|
|
8.34 |
% |
|
|
4.1 |
|
Mezzanine loans(6) |
|
|
15,564 |
|
|
|
14,445 |
|
|
|
14,445 |
|
|
|
15.73 |
% |
|
|
3.8 |
|
|
|
$ |
618,547 |
|
|
$ |
561,965 |
|
|
$ |
561,965 |
|
|
|
7.70 |
% |
|
|
3.7 |
|
(1)Loan amount consists of outstanding principal balance plus unfunded loan commitments.
(2)Generally, real estate loans investments earn interest at the one-month Term Secured Overnight Financing Rate (“SOFR”) plus a spread. As of March 31, 2026 and December 31, 2025, floating-rate real estate loan investments represented 99.6% and 99.4%, respectively, of the Company's investment portfolio.
(3)Certain of our floating rate loans are subject to index floors.
(4)Assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions, as defined in the respective loan agreement.
(5)For investments in subordinate participation interest in mortgage loans, the Company's subordinate interests are held through junior participations in respective mortgage loans originated by affiliated entities. The Company is entitled to its pro-rata share of interest per the respective participation agreements. The interest rate used as part of the period-end weighted average rate is of the loan originated by the affiliated entity.
(6)Investments are participation interests in mezzanine loans originated by affiliates of the Monticello Advisor.
The following table summarizes the real estate loan investments, at fair value by property type as of March 31, 2026 and December 31, 2025 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
Property Type |
|
Fair Value |
|
|
Percentage |
|
|
Fair Value |
|
|
Percentage |
|
Senior housing |
|
$ |
540,128 |
|
|
|
68.1 |
% |
|
$ |
360,878 |
|
|
|
64.2 |
% |
Multifamily |
|
|
253,371 |
|
|
|
31.9 |
% |
|
|
201,087 |
|
|
|
35.8 |
% |
|
|
$ |
793,499 |
|
|
|
100.0 |
% |
|
$ |
561,965 |
|
|
|
100.0 |
% |
The following table summarizes the real estate loan investments, at fair value by geographic location as of March 31, 2026 and December 31, 2025 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
Geographic Location |
|
Fair Value |
|
|
Percentage |
|
|
Fair Value |
|
|
Percentage |
|
United States: |
|
|
|
|
|
|
|
|
|
|
|
|
South |
|
$ |
344,200 |
|
|
|
43.4 |
% |
|
$ |
292,200 |
|
|
|
52.0 |
% |
West |
|
|
95,950 |
|
|
|
12.1 |
% |
|
|
44,650 |
|
|
|
8.0 |
% |
Midwest |
|
|
118,833 |
|
|
|
15.0 |
% |
|
|
78,833 |
|
|
|
14.0 |
% |
North |
|
|
234,516 |
|
|
|
29.6 |
% |
|
|
146,282 |
|
|
|
26.0 |
% |
|
|
$ |
793,499 |
|
|
|
100.0 |
% |
|
$ |
561,965 |
|
|
|
100.0 |
% |
Note 4. Debt Obligations, at fair value
The following table presents debt obligations by facility as of March 31, 2026 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description |
|
Stated Interest Rate(2) |
|
Maximum Facility Size(3) |
|
|
Available Capacity(3) |
|
|
Debt Amount Outstanding |
|
|
Fair Value of Debt |
|
|
Fair Value of Collateral |
|
|
Funding Period End Date |
|
Maximum Maturity Date |
Natixis Repurchase Agreement(1) |
|
1M SOFR + 1.40% |
|
$ |
250,000 |
|
|
$ |
47,696 |
|
|
$ |
202,304 |
|
|
$ |
202,304 |
|
|
$ |
253,371 |
|
|
5/23/2027 |
|
5/23/2029 |
Customers Bank Credit Agreement(1) |
|
1M SOFR + 2.00% |
|
|
360,000 |
|
|
|
62,123 |
|
|
|
297,878 |
|
|
|
297,878 |
|
|
|
374,850 |
|
|
7/30/2028 |
|
7/30/2030 |
CIBC Bank USA(1) |
|
1M SOFR + 2.00% |
|
|
100,000 |
|
|
|
25,104 |
|
|
|
74,896 |
|
|
|
74,896 |
|
|
|
88,300 |
|
|
10/28/2028 |
|
10/28/2030 |
|
|
|
|
$ |
710,000 |
|
|
$ |
134,923 |
|
|
$ |
575,078 |
|
|
$ |
575,078 |
|
|
$ |
716,521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description |
|
Stated Interest Rate(2) |
|
Maximum Facility Size(3) |
|
|
Available Capacity(3) |
|
|
Debt Amount Outstanding |
|
|
Fair Value of Debt |
|
|
Fair Value of Collateral |
|
|
Current Maturity Date |
|
Maximum Maturity Date |
JPM Revolving Credit Facility |
|
1M SOFR + 1.95% |
|
$ |
42,075 |
|
|
$ |
1,090 |
|
|
$ |
40,985 |
|
|
$ |
40,985 |
|
|
N/A(4) |
|
|
5/21/2026 |
|
5/21/2027 |
|
|
|
|
Total Debt Obligations |
|
|
$ |
616,063 |
|
|
$ |
616,063 |
|
|
|
|
|
|
|
|
See notes below
The following table presents debt obligations by facility as of December 31, 2025 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description |
|
Stated Interest Rate(2) |
|
Maximum Facility Size(3) |
|
|
Available Capacity(3) |
|
|
Debt Amount Outstanding |
|
|
Fair Value of Debt |
|
|
Fair Value of Collateral |
|
|
Funding Period End Date |
|
Maximum Maturity Date |
Natixis Repurchase Agreement(1) |
|
1M SOFR + 1.40% |
|
$ |
250,000 |
|
|
$ |
89,296 |
|
|
$ |
160,704 |
|
|
$ |
160,704 |
|
|
$ |
227,515 |
|
|
5/23/2027 |
|
5/23/2029 |
Customers Bank Credit Agreement(1) |
|
1M SOFR + 2.00% |
|
|
260,000 |
|
|
|
79,108 |
|
|
|
180,893 |
|
|
|
180,893 |
|
|
|
246,150 |
|
|
7/30/2028 |
|
7/30/2030 |
CIBC Bank USA(1) |
|
1M SOFR + 2.00% |
|
|
100,000 |
|
|
|
25,104 |
|
|
|
74,896 |
|
|
|
74,896 |
|
|
|
88,300 |
|
|
10/28/2028 |
|
10/28/2030 |
|
|
|
|
$ |
610,000 |
|
|
$ |
193,508 |
|
|
$ |
416,493 |
|
|
$ |
416,493 |
|
|
$ |
561,965 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description |
|
Stated Interest Rate(2) |
|
Maximum Facility Size(3) |
|
|
Available Capacity(3) |
|
|
Debt Amount Outstanding |
|
|
Fair Value of Debt |
|
|
Fair Value of Collateral |
|
|
Current Maturity Date |
|
Maximum Maturity Date |
JPM Revolving Credit Facility |
|
1M SOFR + 1.95% |
|
|
42,075 |
|
|
|
15,355 |
|
|
|
26,720 |
|
|
|
26,720 |
|
|
N/A(4) |
|
|
5/21/2026 |
|
5/21/2027 |
|
|
|
|
Total Debt Obligations |
|
|
$ |
443,213 |
|
|
$ |
443,213 |
|
|
|
|
|
|
|
|
(1)The Natixis Repurchase Agreement, Customers Bank Credit Agreement and CIBC Credit Agreement (each as defined below) are secured by certain real estate loan investments originated in BLKM I, BLKM III and BLKM IV (each as defined below), respectively, as of March 31, 2026 and December 31, 2025. As of March 31, 2026, the fair value of collateral represents the fair value of only the real estate loan investments which are pledged to secure the borrowings.
(2)Represents the stated interest rate. Borrowings under the Company’s debt obligations carry interest at one-month Term SOFR plus a spread. On March 31, 2026 and December 31, 2025, one-month Term SOFR was 3.67% and 3.68%, respectively.
(3)Represents maximum facility size under the initial agreement and remaining available capacity to borrow after taking into account outstanding indebtedness as of March 31, 2026 and December 31, 2025. Debt obligations may provide for increased borrowing capacity subject to the consent of the lender in its sole discretion.
(4)The Company’s obligations under the JPM Credit Agreement (as defined below) are secured by outstanding capital commitments of the BlackRock Advisor. As of March 31, 2026 and December 31, 2025, the remaining outstanding capital commitment of the BlackRock Advisor was $46.8 million.
Natixis Repurchase Agreement
On May 23, 2025, BLKM I, LLC (the “BLKM I”), an indirect, wholly-owned special-purpose financing subsidiary of the Company, entered into a Master Repurchase Agreement and Securities Contract (together with the related transaction documents as amended, the “Natixis Repurchase Agreement”), with Natixis, New York Branch (“Natixis”), to finance the acquisition by BLKM I of eligible loans as more particularly described in the Natixis Repurchase Agreement. The Natixis Repurchase Agreement provides for asset purchases by Natixis for up to an initial amount of $250 million, which may be increased to $300 million, subject to the consent of Natixis, in its sole discretion. The funding period end date of the Natixis Repurchase Agreement is May 23, 2027, subject to extension to a date in the future generally not to exceed the repurchase date of the last remaining eligible loan subject to the Natixis Repurchase Agreement, subject to satisfaction of certain customary conditions. In connection with the Natixis Repurchase Agreement, the Company provided a guaranty (the "Natixis Guaranty"), which may become full recourse to the Company upon the occurrence of certain events, such as material breach of covenants, change of control, or reorganization of the guarantor as described in the Natixis Guaranty. The Natixis Guaranty contains operational covenants, and covenants to maintain certain financial ratios and liquidity amounts customary for agreements of this type. The Company was in compliance with all covenants as of March 31, 2026.
Customers Bank Credit Agreement
On July 30, 2025, BLKM III, LLC (“BLKM III”), an indirect wholly owned special-purpose financing subsidiary of the Company, entered into a credit agreement (as it may be amended from time to time, the “Customers Bank Credit Agreement”) with Customers Bank, as lender, account bank and administrative agent (“Customers”), certain other participating lenders, and MonticelloAM Servicing, LLC, as servicer. In connection with the Customers Bank Credit Agreement, the Company provided a guaranty to Customers that may become full recourse to the Company upon the occurrence of certain events, such as an illegal act, fraud, misappropriation of funds, loan recharacterization by any court, inappropriate loan title or, challenge, deny or repudiate core transaction documents or lender rights as described in the Customers Bank Credit Agreement. During the three months ended March 31, 2026, the Customers Bank Credit Agreement was amended to increase the maximum aggregate commitment to $360.0 million as may be further increased to an amount as agreed between BLKM III and Customers.
BLKM III’s obligations under the Customer’s Bank Credit Agreement are secured by all right, title and interest in seniors housing commercial real estate loans of BLKM III. The Customers Bank Credit Agreement funding period end date is July 30, 2028, subject to early repayment and customary events of default. Advances under the Customers Bank Credit Agreement generally accrue interest at a rate per annum equal to the Term SOFR for a one-month period plus a margin as agreed upon by the Customers and BLKM III for each transaction. Additionally, the Company pays a commitment fee calculated as a percentage of the maximum facility amount. The fee is paid on the date of each advance until paid in full, and any remaining unpaid fee is due and payable one year following the closing date of the Customers Bank Credit Agreement.
The Customers Bank Credit Agreement contains representations, warranties, covenants to maintain certain financial ratios and liquidity amounts customary for agreements of this type, in addition to events of default and indemnities that are also customary for an agreement of its type. The Company was in compliance with all covenants as of March 31, 2026.
CIBC Credit Agreement
On October 28, 2025, BLKM IV, LLC (“BLKM IV”), an indirect wholly-owned special-purpose financing subsidiary of the Company, as borrower, entered into a revolving credit agreement (as it may be amended from time to time, the “CIBC Credit Agreement”) with CIBC Bank USA (“CIBC”), as lender and administrative agent, and certain other lenders party thereto. The CIBC Credit Agreement provides for revolving loans of up to an initial maximum amount of $100.0 million, which may be increased up to a maximum of $250.0 million at BLKM IV’s request subject to the consent of CIBC and the other lenders, in their sole discretion. The maturity date of the CIBC Credit Agreement is October 28, 2028, and is subject to two, one year extensions, at BLKM IV’s request and subject to the payment of an extension fee and other customary conditions. Advances under the CIBC Agreement generally accrue interest at a rate per annum equal to the Term SOFR for a one-month period plus a margin as agreed upon by the CIBC and BLKM IV for each transaction.
In connection with the CIBC Credit Agreement, the Company provided a limited recourse Guaranty (the “Guaranty”), which may become full recourse to the Company upon the occurrence of certain events as described in the Guaranty such as a change in control, bankruptcy, consolidation, fraud or willful misconduct, criminal acts, contest of the enforceability of the loan agreements, or impairing the exercise of lender’s rights.
The CIBC Credit Agreement and the Guaranty contain representations, warranties, covenants to maintain certain financial ratios and liquidity amounts customary for agreements of this type, in addition to events of default and indemnities that are also customary for an agreement of its type. The Company was in compliance with all covenants as of March 31, 2026.
JPM Revolving Credit Facility
On May 22, 2025, the Company entered into a revolving credit agreement (as it may be amended from time to time, the “JPM Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPM”), as lender. The JPM Credit Agreement provides for revolving loans of up to a maximum aggregate availability of $42.1 million. The Company’s obligations under the JPM Credit Agreement are secured by outstanding capital commitments of the BlackRock Advisor. The JPM Credit Agreement may be increased to an amount as agreed between the Company and JPM, subject to the consent of JPM and other customary conditions. In addition, at no time may the outstanding obligations under the
JPM Credit Agreement exceed 90% of the total uncalled capital commitments of the BlackRock Advisor. The JPM Credit Agreement also contains certain operational covenants customary for agreements of this type. As of March 31, 2026, the total uncalled capital commitments of the BlackRock Advisor were $46.8 million and obligations under the JPM Credit Agreement were limited to $42.1 million. The Company is permitted to borrow under the JPM Credit Agreement for any purpose permitted under its constituent documents. The maturity date of the JPM Credit Agreement is May 21, 2026, which may be extended upon the Company’s request to a date no longer than 12 months after the then-effective maturity date, subject to the consent of JPM and other customary conditions. The Company was in compliance with all covenants as of March 31, 2026.
Counterparty Exposure:
The Company has pledged certain commercial real estate loan investments as collateral for the master repurchase agreement. If a financial institution counterparty were to default on its obligation to return the collateral, the Company would be exposed to potential losses to the extent the fair value of the collateral that the Company has pledged to the counterparty exceeded the amount loaned plus interest due to the counterparty. The following table presents the Company’s net exposure to those counterparties where the amount at risk exceeded 10% of shareholders’ equity as of March 31, 2026 and December 31, 2025 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
Outstanding Principal |
|
|
Net Counterparty Exposure |
|
|
Life Remaining (Years) |
|
Natixis Repurchase Agreement |
|
$ |
202,304 |
|
|
$ |
51,067 |
|
|
|
3.1 |
|
Total |
|
$ |
202,304 |
|
|
$ |
51,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
Outstanding Principal |
|
|
Net Counterparty Exposure |
|
|
Life Remaining (Years) |
|
Natixis Repurchase Agreement |
|
$ |
160,704 |
|
|
$ |
40,383 |
|
|
|
3.4 |
|
Total |
|
$ |
160,704 |
|
|
$ |
40,383 |
|
|
|
|
The following table shows the aggregate amount of maturities of our outstanding long-term borrowings over the next five years and thereafter as of March 31, 2026 ($ in thousands):
|
|
|
|
|
Year |
|
Debt Obligations(1) |
|
2026 |
|
|
- |
|
2027 |
|
|
- |
|
2028 |
|
|
208,209 |
|
2029 |
|
|
314,424 |
|
2030 |
|
|
52,445 |
|
Thereafter |
|
|
- |
|
Total: |
|
$ |
575,078 |
|
(1)Assumes the earlier of (i) the fully-extended maturity of underlying real estate loan investments or (ii) the maturity of the respective debt facility.
Note 5. Fair Value Measurements
Our board of trustees, including a majority of our independent trustees, has adopted valuation guidelines that contain a comprehensive set of methodologies to be used by the Advisors and the Independent Valuation Advisor (as defined herein) in connection with estimating the values of our assets and liabilities. These guidelines are designed to seek to produce a fair and accurate estimate of the price that would be received for our investments in an arm’s length transaction between a willing buyer and a willing seller in possession of all material information about our investments. Periodically, our board of trustees, including a majority of our independent trustees, and the Valuation Committee (as defined below) will review the appropriateness of our valuation procedures.
The Company has engaged an Independent Valuation Advisor (the "Independent Valuation Advisor"), which was approved by our board of trustees, including a majority of our independent trustees. Valuations of real estate loan investments and debt obligations are determined by the Advisors (through the Valuation Committee) based on valuations prepared by the Independent Valuation Advisor.
The Advisors have formed a Valuation Committee (the "Valuation Committee"), which approves the proposed estimates of fair value of real estate loan investments and debt obligations. Each Advisor has designated two voting representatives on the Valuation Committee, and these representatives serve as the four voting members of the Valuation Committee, which includes other non-voting members agreed upon by the Advisors.
The fair values of our real estate loan investments are determined by the Advisors (through the Valuation Committee), based on valuations prepared by the Independent Valuation Advisor, on a monthly basis. Newly originated or acquired real estate loan investments are initially valued at cost in the month that they are closed, which represents fair value at that time. For each month after the initial month in which a loan investment is closed, the fair value of such investment is determined by the Advisors (through the Valuation Committee), based on valuations prepared by the Independent Valuation Advisor. Valuations of the real estate loan investments reflect changes in interest rates, spreads, collateral value, loan tests (including loan impairment testing) and metrics, risk ratings, and anticipated liquidation timing and proceeds, among others. The fair values are determined by discounting the future contractual cash flows to the present value using a current market interest rate or spread. The current market interest rate is determined through consideration of the interest rates for debt of comparable quality and maturity, and, where applicable, the value of the underlying real estate investment.
The fair values of our debt obligations are determined by the Advisors (through the Valuation Committee), based on valuations prepared by the Independent Valuation Advisor, on a monthly basis. New debt obligations are valued at par in the month that they are closed, which represents fair value at that time. Each month thereafter, the Advisors (through the Valuation Committee), based on valuations prepared by the Independent Valuation Advisor, determine the valuation of debt obligations. Any changes to the fair value of debt obligations reflect changes in interest rates, spreads, and key loan metrics and tests utilizing the collateral value and cash flows, including the estimated liquidation timing and proceeds.
GAAP establishes a hierarchy of valuation techniques based on the observability of inputs utilized in measuring financial assets and liabilities at fair value. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:
Level I—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level III—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
Fair Value Disclosure: The following table presents the Company’s financial assets and liabilities carried at fair value on a recurring basis in the Condensed Consolidated Balance Sheets by their level in the fair value hierarchy as of March 31, 2026 and December 31, 2025 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
|
Level I |
|
|
Level II |
|
|
Level III |
|
Financial Assets: |
|
|
|
|
|
|
|
|
|
Real estate loan investments, at fair value |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
793,499 |
|
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
Debt obligations, at fair value |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
616,063 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
|
|
Level I |
|
|
Level II |
|
|
Level III |
|
Financial Assets: |
|
|
|
|
|
|
|
|
|
Real estate loan investments, at fair value |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
561,965 |
|
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
Debt obligations, at fair value |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
443,213 |
|
The following table summarizes changes in Level III real estate loan investments for the three months ended March 31, 2026 ($ in thousands):
|
|
|
|
|
|
|
Three Months Ended March 31, 2026 |
|
|
|
|
|
Balance as of December 31, 2025 |
|
$ |
561,965 |
|
Funding of real estate loan investments |
|
|
231,534 |
|
Net unrealized gain (loss) on real estate loan investments |
|
|
— |
|
Balance as of March 31, 2026 |
|
$ |
793,499 |
|
The following table summarizes changes in Level III debt obligations for the three months ended March 31, 2026 ($ in thousands):
|
|
|
|
|
|
|
Three Months Ended March 31, 2026 |
|
|
|
|
|
Balance as of December 31, 2025 |
|
$ |
443,213 |
|
Proceeds from debt obligations |
|
|
253,545 |
|
Repayments of debt obligations |
|
|
(80,695 |
) |
Net unrealized gain (loss) on debt obligations |
|
|
— |
|
Balance as of March 31, 2026 |
|
$ |
616,063 |
|
There were no financial instrument transfers from Level I and II into Level III during the three months ended March 31, 2026.
The following tables contain the quantitative inputs and assumptions used for items categorized in Level III of the fair value hierarchy as of March 31, 2026 and December 31, 2025 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Inputs |
|
Impact to valuation from increase in input |
|
Range of Inputs |
|
Weighted Average of Inputs |
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loan investments |
|
$ |
731,499 |
|
|
Discounted cash flow |
|
Discount Rate |
|
Decrease |
|
6.4%-16.4% |
|
7.6% |
Real estate loan investments |
|
|
62,000 |
|
|
Recent transaction price |
|
Transaction price |
|
N/A |
|
N/A |
|
N/A |
Total Real estate loan investments, at fair value |
|
$ |
793,499 |
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt obligations |
|
$ |
616,063 |
|
|
Discounted cash flow |
|
Discount Rate |
|
Decrease |
|
5.1%-5.7% |
|
5.5% |
Total Debt obligations, at fair value |
|
$ |
616,063 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Inputs |
|
Impact to valuation from increase in input |
|
Range of Inputs |
|
Weighted Average of Inputs |
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loan investments |
|
$ |
405,315 |
|
|
Discounted cash flow |
|
Discount Rate |
|
Decrease |
|
6.4%-15.9% |
|
7.7% |
Real estate loan investments |
|
|
156,650 |
|
|
Recent transaction price |
|
Transaction price |
|
N/A |
|
N/A |
|
N/A |
Total Real estate loan investments, at fair value |
|
$ |
561,965 |
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt obligations |
|
$ |
443,213 |
|
|
Discounted cash flow |
|
Discount Rate |
|
Decrease |
|
5.1%-5.7% |
|
5.5% |
Total Debt obligations, at fair value |
|
$ |
443,213 |
|
|
|
|
|
|
|
|
|
|
|
Note 6. Equity
The Company is authorized to issue an unlimited number of common shares of beneficial interest, par value $0.01 per share, including unlimited common shares classified as Class T shares, unlimited common shares classified as Class S shares, unlimited common shares classified as Class D shares, unlimited common shares classified as Class I shares, unlimited common shares classified as Class F-S shares, unlimited common shares classified as Class F-D shares, unlimited common shares classified as Class F-I shares, and unlimited common shares classified as Class E shares, and an unlimited number of shares classified as preferred shares of beneficial interest, par value $0.01 per share. The Company intends to offer and sell to a limited number of investors its common shares in the Private Offering.
The share classes have different upfront selling commissions, dealer manager fees and ongoing shareholder servicing fees, as well as different management and performance fees. See Note 10.
The BlackRock Advisor has agreed to purchase from the Company an aggregate amount of not less than $50 million in Class E shares at a price per share equal to the Company’s most recently determined NAV of its Class E shares, or if a NAV has yet to be calculated, then $25.00 (the “Initial BlackRock Investment”). In connection with the Initial BlackRock Investment, the BlackRock Advisor purchased 130,000 Class E shares for $3.25 million at $25.00 per share. Additionally, Monticello Capital Partners, LLC, a Delaware limited liability company and an affiliate of MONTICELLOAM, LLC (the "Monticello Investor" and , together with the BlackRock Advisor, the "Sponsor Investors") also purchased 130,000 Class E shares for $3.25 million at $25.00 per share (the "Initial Monticello Investment" and, together with the Initial BlackRock Investment, the "Initial Sponsor Investments"). Monticello Capital Partners, LLC is owned in equal shares by Alan G. Litt, Jonathan M. Litt and Thomas J. Lally, each of whom is associated with the Company. Alan G. Litt is Executive Vice President, Jonathan M. Litt is the Assistant Treasurer and Thomas J. Lally is a member of the Company’s board of trustees. The Class E shares purchased by the Sponsor Investors are considered redeemable common shares and are presented as such in the Condensed Consolidated Statement of Changes in Redeemable Common Shares and Equity.
The per share purchase price for each class of our common shares sold in the Initial Retail Closing was equal to the NAV per share for the Class E shares issued in respect of the Initial BlackRock Investment (which was $24.99 per share). Thereafter, the per share purchase price for each class of our common shares sold in the Private Offering will vary and generally will be equal to the prior month’s NAV per share for such class as of the last calendar day of such month, plus applicable upfront selling commissions and dealer manager fees.
The following table details the movement of the outstanding common shares for the three months ended March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2026 |
|
|
|
Class E Common Shares |
|
|
Class F-I Common Shares |
|
|
Class F-S Common Shares |
|
Balance as of December 31, 2025 |
|
|
50,731 |
|
|
|
4,086,380 |
|
|
|
512,386 |
|
Common shares issued |
|
|
35,827 |
|
|
|
908,024 |
|
|
|
1,138,328 |
|
Distribution reinvestment |
|
|
357 |
|
|
|
45,928 |
|
|
|
7,688 |
|
Common shares repurchased |
|
|
— |
|
|
|
(2,054 |
) |
|
|
— |
|
Balance as of March 31, 2026 |
|
|
86,915 |
|
|
|
5,038,277 |
|
|
|
1,658,402 |
|
The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income in accordance with GAAP, to its shareholders each year to comply with the REIT provisions of the Code. Each class of common shares received the same gross distribution per share during the period.
The aggregate and net distributions declared for each applicable class of common shares for the three months ended March 31, 2026 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2026 |
|
Distributions - Per Share |
|
Class E Common Shares |
|
|
Class F-I Common Shares |
|
|
Class F-S Common Shares |
|
Aggregate distribution declared per share |
|
$ |
0.5781 |
|
|
$ |
0.5781 |
|
|
$ |
0.5781 |
|
Shareholder servicing fee per share |
|
|
— |
|
|
|
— |
|
|
|
0.0536 |
|
Net distribution declared per share |
|
$ |
0.5781 |
|
|
$ |
0.5781 |
|
|
$ |
0.5245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2026 |
|
Distributions - Amount ($ in thousands): |
|
Class E Common Shares |
|
|
Class F-I Common Shares |
|
|
Class F-S Common Shares |
|
Aggregate distribution declared |
|
$ |
199 |
|
|
$ |
2,696 |
|
|
$ |
755 |
|
Shareholder servicing fee |
|
|
— |
|
|
|
— |
|
|
|
69 |
|
Net distribution declared |
|
$ |
199 |
|
|
$ |
2,696 |
|
|
$ |
686 |
|
There were no aggregate and net distributions declared for the three months ended March 31, 2025.
Note 7. Redeemable Common Shares
On December 23, 2024 (date of initial capitalization), the Sponsors invested an aggregate of $2,000 to capitalize the Company, with each Sponsor investing $1,000 in consideration for 40 common shares of beneficial interest, par value $0.01 per share. These common shares were exchanged into an equivalent number of issued and outstanding Class E shares as of March 4, 2025, and are considered redeemable common shares and are presented as such in the Condensed Consolidated Statement of Changes in Redeemable Common Shares and Equity.
In connection with the Initial Sponsor Investments, the Company entered into (i) a subscription agreement, dated March 14, 2025, by and between the Company and the BlackRock Advisor, as amended by Amendment No. 1, dated May 22, 2025, pursuant to which the BlackRock Advisor agreed, from time to time, to purchase from the Company an aggregate amount of not less than $50 million in Class E shares, and (ii) a subscription agreement, dated May 6, 2025, by and between the Company and the Monticello Investor, pursuant to which the Monticello Investor agreed, from time to time, to purchase from the Company an aggregate amount of not less than $3.25 million in Class E shares, in each case, at a price per share equal to the Company’s most recently determined NAV of its Class E shares. On May 27, 2025, pursuant to the terms of the Initial Sponsor Investments, the Company issued 130,000 of its Class E shares to each of the Sponsor Investors (260,000 Class E shares in total) at a price per share of $25.00 for an aggregate purchase price of $6.5 million.
On October 16, 2025, the Company entered into each of (i) Amendment No. 2 to the subscription agreement, by and between the Company and the BlackRock Advisor (the “BlackRock Subscription Amendment”), and (ii) Amendment No. 1 to the subscription agreement (the “Monticello Subscription Amendment” and, together with the BlackRock Subscription Amendment, the “Subscription Amendments”), by and between the Company and the Monticello Investor, pursuant to which each of the Sponsor Investors agreed not to submit for repurchase any Class E shares issued to it in respect of their respective Sponsor Investments until December 31, 2028 (the “Sponsor Liquidity Date”). On or following the Sponsor Liquidity Date, each of the Sponsor Investors may, from time to time, request that the Company repurchase an aggregate number of Class E shares issued in respect of the Sponsor Investments equal to the amount available under the 5% quarterly cap of the share repurchase plan of the Company (the "Share Repurchase Plan") at a price per share equal to the most recently determined NAV per Class E share as of the repurchase date, but only during quarters when the Company fully satisfies repurchase requests from all other common shareholders who have properly submitted a repurchase request for such quarter in accordance with the Share Repurchase Plan, as described below (with respect to a repurchase from the BlackRock Advisor, a “BlackRock Repurchase”; with respect to a repurchase from the Monticello Investor, a “Monticello Repurchase”; and collectively, a “Sponsor Repurchase”).
Notwithstanding the foregoing, for so long as (i) the BlackRock Advisor or its affiliate acts as the Company’s investment advisor, the Company will not effect any BlackRock Repurchase, and (ii) the Monticello Investor or its affiliate acts as the Company’s investment advisor, the Company will not effect any Monticello Repurchase, in each case, in any quarter that the full amount of all common shares requested to be repurchased by shareholders other than the Sponsor Investors and their respective affiliates under the Share Repurchase Plan are not repurchased or the Share Repurchase Plan has been suspended. We may fund any sponsor repurchase from sources other than cash flow from operations, including, without limitation, borrowings, offering net proceeds, the sale of assets, and return of capital, and we have no limits on the amounts we may fund from such sources. (See Note 8.)
As of March 31, 2026, all 260,080 Class E shares issued in respect of the Initial Sponsor Investments are considered redeemable common shares as reflected in the Condensed Consolidated Statement of Changes in Redeemable Common Shares and Equity. These common shares are classified in temporary equity given that the Class E shares held by the Sponsor Investors may be repurchased upon request following the applicable liquidity dates and subject to certain conditions as set forth in the Subscription Amendments.
Redeemable common shares are recorded at the greater of (i) their carrying amount, or (ii) their redemption value, which is determined based on the Company's NAV per share of the applicable share class as of the reporting date. Changes in the fair value of redeemable common shares are recorded to additional paid-in capital. For the three months ended March 31, 2026, the total change in the redeemable common shares inclusive of remeasurement was $0.1 million.
The following tables summarize the changes in redeemable common shares as of three months ended March 31, 2026 and March 31 2025:
|
|
|
|
|
Redeemable Common Shares |
|
For the Three Months Ended March 31, 2026 |
|
Balance as of December 31, 2025 |
|
|
260,080 |
|
Issuance of redeemable common shares |
|
|
— |
|
Balance as of March 31, 2026 |
|
|
260,080 |
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2025 |
|
Balance as of December 31, 2024 |
|
|
80 |
|
Issuance of redeemable common shares |
|
|
— |
|
Balance as of March 31, 2025 |
|
|
80 |
|
For the three months ended March 31, 2026, the aggregate net distributions declared for redeemable common shares are below:
|
|
|
|
|
Redeemable Common Shares |
|
For the Three Months Ended March 31, 2026 |
|
Aggregate distribution declared per share |
|
$ |
0.5781 |
|
Shareholder servicing fee per share |
|
|
— |
|
Net distribution declared per share |
|
$ |
0.5781 |
|
There were no aggregate and net distributions declared for redeemable common shares for the three months ended March 31, 2025.
Note 8. Share Repurchase Plan
On March 4, 2025, the board of trustees adopted the Share Repurchase Plan. Pursuant to the Share Repurchase Plan, shareholders may request on a quarterly basis that the Company repurchase all or a portion of their common shares. The Company is not obligated to repurchase any common shares and may choose to repurchase only some, or even none, of the common shares that have been requested to be repurchased in any particular quarter in its discretion. Repurchases will be made at the transaction price in effect on the repurchase date, which will generally be equal to our prior month's NAV per share, except that common shares that have not been outstanding for at least one year will be repurchased at 95% of the transaction price (an "Early Repurchase Deduction"). The one year holding period is measured from the first calendar day of the month in which the shares were issued to the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction will not apply to shares acquired through our distribution reinvestment plan.
The aggregate NAV of total repurchases of all classes under the Share Repurchase Plan will be limited to no more than 5% of the aggregate NAV per calendar quarter (measured using the aggregate NAV as of the end of the immediately preceding month). Common shares issued to the Advisors pursuant to the Advisory Agreements (as defined in Note 10) or in connection with the Initial Sponsor Investments will not be subject to these repurchase limitations. For the three months ended March 31, 2026 there were $0.1 million in total repurchases. There were no repurchases for the three months ended March 31, 2025.
In the event that the Company determines to repurchase some but not all of the common shares submitted for repurchase during any calendar quarter, common shares repurchased at the end of the calendar quarter will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted after the start of the next calendar quarter, or upon the recommencement of the Share Repurchase Plan, as applicable, subject in each case to the limitations of the Share Repurchase Plan.
Note 9. Net Income (Loss) Per Common Share
As of March 31, 2026, there were no dilutive instruments impacting net income per common share, therefore there is no difference between basic and diluted net income per common share. Net income per common share for the three months ended March 31, 2026 and March 31, 2025, respectively, is computed as follows ($ in thousands, except for share and per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Three Months Ended March 31, 2026 |
|
Basic and Diluted: |
|
Class E (1) |
|
Class F-I |
|
Class F-S |
|
Total |
|
Net income (loss) |
|
$ |
274 |
|
$ |
3,709 |
|
$ |
922 |
|
$ |
4,905 |
|
Weighted-average common shares outstanding, (basic and diluted) |
|
|
344,269 |
|
|
4,664,394 |
|
|
1,311,499 |
|
|
6,320,162 |
|
Basic and Diluted net income (loss) per common share |
|
$ |
0.80 |
|
$ |
0.80 |
|
$ |
0.70 |
|
$ |
0.78 |
|
________________________
See notes below
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Three Months Ended March 31, 2025 |
|
|
|
Class E (1) |
|
Class F-I |
|
Class F-S |
|
Total |
|
Basic and Diluted: |
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
Weighted-average common shares outstanding, (basic and diluted) |
|
|
80 |
|
|
— |
|
|
— |
|
|
80 |
|
Basic and Diluted net income (loss) per common share |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
(1)Class E shares include redeemable common shares issued to the Advisors (Note 7).
Note 10. Related Party Transactions
The table below presents information regarding due to affiliates as of March 31, 2026 and December 31, 2025 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
Accrued Shareholder servicing fee payable |
|
$ |
3,451 |
|
|
$ |
1,101 |
|
Total Shareholder servicing fee payable: |
|
$ |
3,451 |
|
|
$ |
1,101 |
|
|
|
|
|
|
|
|
Advanced organization costs(1) |
|
$ |
2,652 |
|
|
$ |
2,484 |
|
Advanced offering costs(1) |
|
|
4,321 |
|
|
|
3,570 |
|
Advanced operating expenses(2) |
|
|
7,972 |
|
|
|
5,507 |
|
Performance fee payable |
|
|
121 |
|
|
|
— |
|
Total Due to affiliates |
|
$ |
15,066 |
|
|
$ |
11,561 |
|
(1)The Company will reimburse the Advisors for certain expenses advanced through July 1, 2026, which is the first anniversary of the Initial Retail Closing of the Private Offering, ratably over the 60 months following July 1, 2026.
(2)The Company will reimburse the Advisors for certain expenses advanced through July 1, 2026, which is the first anniversary of the Initial Retail Closing of the Private Offering, ratably over the 60 months following July 1, 2026. Both as of March 31, 2026 and December 31, 2025, certain reimbursable general and administrative expenses included $4.8 million related to operating expense reimbursement subjected to the 60 month repayment schedule.
Management Fee: The services to be provided by the Advisors and the compensation to be paid by the Company are set forth in the advisory agreements between the Company and each of the Advisors (the “Advisory Agreements”). Pursuant to the terms of the Advisory Agreements, the Company will pay the Advisors a combined management fee equal to (i) 1.25% of NAV for its Class S shares, Class T shares, Class D shares and Class I shares and (ii)(a) 0.0% of NAV for its Class F-S shares, Class F-D shares and Class F-I shares for the period beginning on the Initial Retail Closing until July 1, 2026, which is the first anniversary of the Initial Retail Closing (such date, the “Reduced Fee Expiration Date”), (b) 0.75% of NAV for its Class F-S shares, Class F-D shares and Class F-I shares for the period from the Reduced Fee Expiration Date until July 1, 2030, which is the fifth anniversary of the Initial Retail Closing, and (c) 1.25% of NAV for its Class F-S shares, Class F-D shares and Class F-I shares thereafter, in each case, per annum, accrued monthly and payable quarterly in arrears.
The management fee may be paid, at each Advisor’s election, in cash or Class E shares of the Company, or any combination thereof. The Company will not pay the Advisors a management fee with respect to the Class E shares. As of March 31, 2026, only Class E, Class F-S and Class F-I shares were issued by the Company, and therefore no management fee was earned or paid to the Advisors for the three months ended March 31, 2026.
Performance Fee: The Advisors may be entitled to a combined performance fee, which is accrued monthly and payable quarterly (or part thereof that the Advisory Agreements are in effect) in arrears. The performance fee generally will be an amount, not less than zero, equal to (i) 12.5% of cumulative Core Earnings (as defined below) for the immediately preceding four calendar quarters (or such shorter period until the Company has operated for four full calendar quarters) (each such period, a “4-Quarter Performance Measurement Period”), subject to a hurdle rate, expressed as an annual rate of return on adjusted capital, equal to 5.0% (the “Annual Hurdle Rate”), (ii) subject to a 100% catch-up provision (as described below) and minus (iii) the sum of any performance fees paid to the Advisors with respect to the other calendar quarters in the applicable 4-Quarter Performance Measurement Period. As a result, the Advisors generally do not earn the performance fee for any calendar quarter until Core Earnings for the applicable 4-Quarter Performance Measurement Period exceed the Annual Hurdle Rate.
Once Core Earnings in the applicable 4-Quarter Performance Measurement Period exceeds the Annual Hurdle Rate, the Advisors are generally entitled to a “catch-up” fee equal to 100% of the amount of Core Earnings in excess of the Annual Hurdle Rate, until Core Earnings as a percentage of the adjusted capital for such 4-Quarter Performance Measurement Period is equal to 5.714% (the result of (i) the Annual Hurdle Rate divided by (ii) 0.875 (or 1 minus 0.125)). Thereafter, the Advisors are entitled to receive 12.5% of Core Earnings. Proportional performance fee calculation methods apply in the periods prior to the period in which the Company has completed four full calendar quarters.
For purposes of calculating the performance fee, “Core Earnings” means, for the applicable 4-Quarter Performance Measurement Period, the net income (loss) attributable to shareholders of Class S shares, Class T shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares and Class F-I shares, computed in accordance with GAAP, including realized gains (losses) not otherwise included in GAAP net income (loss) and excluding (i) the performance fee, (ii) depreciation, (iii) any unrealized gains or losses for the applicable reporting period, (iv) one-time events pursuant to changes in GAAP, and (v) certain non-cash adjustments and certain material non-cash income or expense items, in each case for this clause (v) after discussions between the Advisors and the Company’s independent trustees and approved by a majority of the Company’s independent trustees.
The performance fee may be paid, at each Advisor’s election, in cash or Class E shares of the Company, or any combination thereof. The Company will not pay the Advisors a performance fee on Class E shares. For the three months ended March 31, 2026, the Company incurred $0.1 million in performance fees which is payable to the Advisors as of March 31, 2026.
Organization and Offering Expenses: The Advisors have agreed to advance all of the Company’s organization and offering expenses including legal, accounting, printing, mailing, subscription processing and filing fees and expenses, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of our escrow agent and transfer agent, and expense reimbursements for actual costs incurred by employees of the Dealer Manager in the performance of wholesaling activities (but excluding upfront selling commissions, dealer manager fees and the shareholder servicing fee) through July 1, 2026, which is the first anniversary of the Initial Retail Closing of the Private Offering. The Company will reimburse the Advisors for all such advanced expenses ratably over the 60 months following July 1, 2026 . Wholesaling compensation expenses of persons associated with the Dealer Manager will be paid by the Advisors without reimbursement from the Company. During the three months ended March 31, 2026, the Advisors did not advance additional organizational expenses. As of March 31, 2026 and December 31, 2025 the Advisors have advanced organizational expenses of $2.7 million and $2.5 million, respectively, and is included as part of due to affiliates on the Condensed Consolidated Balance Sheets. During the three months ended March 31, 2026, the Advisors advanced offering costs of $0.8 million which included $0.6 million of offering costs eligible for reimbursement of the Advisors personnel and its affiliates other than those who provide investment advisory services to us or serve as the Company’s executive officers. As of March 31, 2026 and December 31, 2025, the amount due to Advisors for offering expenses $4.3 million and $3.6 million, respectively, which is included as part of due to affiliates on the Condensed Consolidated Balance Sheets.
Operating Expense Reimbursement: The Company will reimburse the Advisors and their affiliates for out-of-pocket costs and expenses they incurred in connection with the services they provide, including, but not limited to, (1) the actual cost of goods and services used and obtained, whether payable to an affiliate or a non-affiliated person, including fees paid to administrators, consultants, attorneys, technology providers and other service providers, fees relating to investment valuations and any fees relating to the Company’s operations and administration, and brokerage fees paid in connection with the purchase and sale of investments and securities, (2) expenses of managing and operating the Company’s investments, whether payable to an affiliate or a non-affiliated person, (3) out-of-pocket expenses in connection with the selection, evaluation, structuring, acquisition, origination and financing of investments, whether or not such investments are acquired and (4) expenses of personnel of the Advisors and their affiliates other than those who provide investment advisory services to us or serve as the Company’s executive officers, provided, that the Advisors may be reimbursed for services performed by an executive officer that are outside the scope of such role. As of March 31, 2026 and December 31, 2025, there was $8.0 million and $5.5 million, respectively, in advanced operating expenses which is payable to the Advisors. Included within these balances as of March 31, 2026 and December 31, 2025 are $3.1 million and $2.1 million, respectively, which represent amounts incurred by the Advisor, for which the Advisors are entitled to reimbursement. For the three months ended March 31, 2026, $1.0 million was incurred by the Advisor for operating expenses which were subject to reimbursement. Certain other costs and expenses were eligible for reimbursement but were not asked to be reimbursed by the Advisors for the year ended December 31, 2025 and the three months ended March 31, 2026.
The Company will reimburse the Advisors for certain expenses advanced through July 1, 2026, which is the first anniversary of the Initial Retail Closing of the Private Offering, ratably over the 60 months following July 1, 2026. Operating expenses incurred after July 1, 2026 are intended to be paid by the Company as incurred. For the three months ended March 31, 2026, the Company incurred $22 thousand of certain general and administrative expenses and debt issuance costs advanced by the Advisors subject to the 60 month repayment. Both as of March 31, 2026 and December 31, 2025, the amount due to Advisors for such expenses of $4.8 million is included as part of due to affiliates on the Condensed Consolidated Balance Sheets.
Origination Fees: Effective October 16, 2025, the Company receives a pro rata portion (based upon the Company’s investment as a percentage of the whole loan) of origination fees paid by a borrower or its affiliate in connection with the origination of each new loan owned in whole or part by the Company, net of certain fees and/or commissions paid to third parties in respect of the origination of such loans (the “net origination fee”). With respect to each originated loan, the Company pays to the Monticello Advisor an amount equal to one-half of the net origination fee received by the Company in respect of such loan (not to exceed 0.50% of the principal amount thereof, assuming that such loan is fully drawn), and retains for the benefit of the Company any remaining net origination fee in respect of such loan. Any extension fees, exit fees, prepayment fees, loan assumption fees, underwriting fees, administration fees and/or similar fees in respect of loans owned in whole or part by the Company or its subsidiaries are retained by the Advisors. For the three months ended March 31, 2026, the Company earned $2.3 million in net origination fees which is recorded within other income on the Condensed Consolidated Statement of Operations. During the three months ended March 31, 2026, $1.2 million of the net origination fee income was owed to the Monticello Advisor and recorded within origination fees payable to advisors on the Condensed Consolidated Statement of Operations.
In addition, and for the avoidance of doubt, the Company reimburses the Advisors for out-of-pocket expenses in connection with the selection, origination and acquisition of investments, whether or not such investments are acquired. No such expenses were incurred or reimbursed for the three months ended March 31, 2026 and March 31, 2025.
Fees or Reimbursements for Other Services: The Company may retain certain of the Advisors’ affiliates, from time to time, for services relating to Company investments or operations, which may include, but are not limited to, accounting and administration services, tax services, compliance services, reporting services, capital markets services, restructuring services, valuation services, underwriting and diligence services, and special servicing, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, loan servicing and asset management, property, title and other types of insurance, management consulting and other similar operational and investment matters. Any fees or reimbursements paid to the Advisors’ affiliates for any such services will not reduce the management fee. No fees or reimbursements for these services were incurred during the three months ended March 31, 2026.
Upfront Selling Commissions and Dealer Manager Fees: The Dealer Manager is entitled to receive upfront selling commissions of up to 3.0%, and upfront dealer manager fees of 0.5%, of the transaction price of each Class T share sold in the primary offering, however such amounts may vary at certain participating broker-dealers provided that the sum will not exceed 3.5% of the transaction price of each Class T share sold. The Dealer Manager is entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class S share and Class F-S share sold in the primary offering. The Dealer Manager may be entitled to receive upfront selling commissions of up to 1.5% of the transaction price of each Class D share and Class F-D share sold in the primary offering. The Dealer Manager anticipates that all or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed (paid) to, participating broker-dealers.
No upfront selling commissions or dealer manager fees are paid with respect to purchases of Class I, Class F-I, Class E shares or on shares of any class purchased under the Company’s distribution reinvestment plan.
Shareholder Servicing Fees: BlackRock Investments, LLC, a broker-dealer affiliated with the BlackRock Advisor, will act as the dealer manager for the offering of shares (the “Dealer Manager”) pursuant to a dealer manager agreement between the Company and the Dealer Manager. In addition, the Dealer Manager will engage third party broker-dealers and registered investment advisers to participate in the distribution of the offering of shares.
The Company will pay the Dealer Manager shareholder servicing fees over time for ongoing services rendered to shareholders by participating broker-dealers or broker-dealers servicing investors’ accounts equal to:
•with respect to outstanding Class T shares, 0.85% per annum of the aggregate NAV of outstanding Class T shares, consisting of a financial adviser shareholder servicing fee of 0.65% per annum, and a dealer manager shareholder servicing fee of 0.20% per annum. Amounts paid for shareholder servicing fee and the dealer manager shareholder servicing fee may be adjusted as long as it does not exceed 0.85% per annum of the NAV of such shares;
•with respect to outstanding Class S shares and Class F-S shares, 0.85% per annum of the aggregate NAV of outstanding Class S shares and Class F-S shares, respectively; and
•with respect to outstanding Class D shares and Class F-D shares, 0.25% per annum of the aggregate NAV of outstanding Class D shares and Class F-D shares, respectively.
The Company will not pay a shareholder servicing fee with respect to outstanding Class I, Class F-I or Class E shares.
The Company accrues as an offering cost, the estimated amount of shareholder service fees payable to the Dealer Manager over the estimated investment period of each holder of the respective shares. Accrued shareholder servicing fees were $3.5 million and $1.1 million as of March 31, 2026 and December 31, 2025, respectively. During the three months ended March 31, 2026, the Company accrued $2.4 million and paid $9 thousand in shareholder service fees.
Note 11. Income Taxes
The Company intends to elect to be taxed as a REIT under Sections 856 through 860 of the Code commencing with the taxable year ended December 31, 2025. The Company believes that it is organized and operates in such a manner as to qualify for treatment as a REIT and intends to continue to operate in the foreseeable future in such a manner that the Company will remain qualified as a REIT for income tax purposes. A REIT is required by U.S. federal income tax law to distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and pay tax at regular corporate rates to the extent that a REIT annually distributes less than 100% of its net taxable income. It is generally the Company’s policy that it will distribute 100% of its REIT taxable income. To the extent there is any undistributed REIT taxable income at the end of a year, the Company will distribute such shortfall within the next year as permitted by the Code. Upon filing, the Company's tax returns for three years from the date filed are subject to examination.
The Company and its direct subsidiary, BLKM Funding (TRS) LLC, have made a joint election to treat the subsidiary as a TRS. As such, the TRS is taxable as a domestic C corporation and subject to federal, state and local income taxes based upon its taxable income. As of March 31, 2026, no valuation allowance was established.
Note 12. Economic Dependency
The Company is dependent on the Advisors and their affiliates for certain services that are essential to it, including the sale of the Company’s common shares, investment acquisition and disposition decisions, and certain other responsibilities. In the event that the Advisors and/or their affiliates are unable or unwilling to provide such services, the Company would be required to find alternative advisors and service providers.
Note 13. Commitments and Contingencies
As of March 31, 2026, the Company was not subject to any material litigation nor is the Company aware of any material litigation threatened against it.
Real Estate Loan Commitments
As of March 31, 2026, the Company had $73.9 million of unfunded commitments related to real estate loan investments. The timing and amounts of future loan fundings under these commitments are uncertain as these commitments may relate to loans for construction costs, capital expenditures, leasing costs, interest and carry costs, among others. As such, the timing and amounts of future fundings depend on the progress and performance of the underlying assets of our loans. Certain of our lenders are contractually obligated to fund their ratable portion of these loan commitments over time, while other lenders have some degree of discretion over future loan funding obligations. The total unfunded commitment is expected to be funded over the remaining tenors of these loans.
Note 14. Subsequent Events
The Company has evaluated the impact of all subsequent events through the date the condensed consolidated financial statements were available for issuance.
Private Offering
In connection with the Company’s continuous private offering, on April 1, 2026, the Company sold an aggregate of 646,159.53 common shares for consideration of $16,223,625 to third party investors of the Company. The sale consisted of 379,750.62 of Class F-I shares and 266,408.91 Class F-S shares for consideration of $9,526,500 and $6,670,000, respectively, net of applicable upfront selling commissions and dealer manager fees.
Additionally, on May 1, 2026, the Company sold an aggregate of 984,529.88 common shares for consideration of $24,961,800.00 to third party investors of the Company. The sale consisted of 168,333.69 of Class F-I and 816,196.19 of Class F-S for consideration of $4,256,250.00 and $20,575,000.00, respectively, net of applicable upfront selling commissions and dealer manager fees. The offer and sale of the shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.
Dividends
On April 30, 2026, the Company declared distributions for each class of its common shares in the amount per share set forth below:
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Per Share |
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Gross Distribution |
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Shareholder Servicing Fee |
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|
Net Distribution |
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Class F-I Common Shares |
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$ |
0.1927 |
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|
$ |
— |
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|
$ |
0.1927 |
|
Class E Common and Redeemable Shares |
|
$ |
0.1927 |
|
|
$ |
— |
|
|
$ |
0.1927 |
|
Class F-S Common Shares |
|
$ |
0.1927 |
|
|
$ |
0.0178 |
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|
$ |
0.1749 |
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References herein to “BlackRock Monticello Debt Real Estate Investment Trust.,” “Company,” “we,” “us,” or “our” refer to BlackRock Monticello Debt Real Estate Investment Trust and its subsidiaries unless the context specifically requires otherwise.
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (as amended, the "2025 Annual Report"), filed with U.S. Securities and Exchange Commission (the "SEC").
Forward-Looking Statements
Some of the statements in this Quarterly Report on Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Quarterly Report on Form 10-Q may include statements as to:
•our future operating results;
•our business prospects and the prospects of the assets in which we invest;
•the impact of the investments that we make;
•our ability to raise sufficient capital to execute our investment and lending strategies;
•our ability to source adequate investment and lending opportunities to efficiently deploy capital;
•our current and expected financing arrangements;
•the effect of global and national economic and market conditions generally upon our operating results, including, but not limited to, changes with respect to inflation, interest rate changes and supply chain disruptions, and changes in government rules, regulations and fiscal policies;
•the adequacy of our cash resources, financing sources and working capital;
•the timing and amount of cash flows, distributions and dividends, if any, from our investments;
•our contractual arrangements and relationships with third parties;
•actual and potential conflicts of interest with the Advisors (as defined below) or any of their affiliates;
•the dependence of our future success on the general economy and its effect on the assets in which we may invest;
•our use of financial leverage;
•the ability of the Advisors to locate suitable investments for us and to monitor and administer our investments;
•the ability of the Advisors or their affiliates to attract and retain highly talented professionals;
•our ability to structure investments in a tax-efficient manner and the effect of changes to tax legislation and our tax position; and
•the tax status of the assets in which we may invest.
In addition, words such as “may,” “will,” “should,” “target,” “project,” “estimate,” “continue,” “anticipate,” “believe,” “expect” or “intend” or the negatives thereof or other variations thereon or comparable terminology indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” section of the 2025 Annual Report filed with the SEC and elsewhere in this Quarterly Report on Form 10-Q. Other factors that could cause actual results to differ materially include:
•changes in the economy, particularly those affecting the real estate industry;
•risks associated with possible disruption in our operations or the economy generally due to terrorism, war and military conflicts, natural disasters and climate-related risks, epidemics or other events having a broad impact on the economy;
•adverse conditions in the areas where our investments or the properties underlying such investments are located and local real estate conditions;
•our portfolio's concentration in certain industries and geographies, and, as a consequence, our aggregate return may be substantially affected by adverse economic or business conditions affecting that particular type of asset or geography;
•limitations on our business and our ability to satisfy requirements to maintain our exclusion from registration under the Investment Company Act of 1940, as amended, or to qualify as and maintain our qualification as a real estate investment trust ("REIT") for U.S. federal income tax purposes;
•since there is no public trading market for our common shares, repurchase of common shares by us will likely be the only way to dispose of your shares. Our share repurchase plan provides shareholders with the opportunity to request that we repurchase their common shares on a quarterly basis, but we are not obligated to repurchase any common shares and may choose to repurchase only some, or even none, of our common shares that have been requested to be repurchased in any particular calendar quarter in our discretion. In addition, repurchases will be subject to available liquidity and other significant restrictions. Further, our board of trustees may make exceptions to, modify and suspend our share repurchase plan if, in its reasonable determination, it deems such action to be in our best interest. As a result, our common shares should be considered as having only limited liquidity and at times may be illiquid;
•distributions are not guaranteed and may be funded from sources other than cash flow from operations, including, without limitation, borrowings, offering proceeds, the sale of our assets, and repayments of our real estate debt investments, and we have no limits on the amounts we may fund from such sources;
•the purchase and repurchase prices for our common shares are generally based on our prior month’s net asset value (“NAV”) and are not based on any public trading market; and
•future changes in laws or regulations and conditions in our operating areas.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this Quarterly Report on Form 10-Q. Moreover, we assume no duty and do not undertake to update the forward-looking statements.
Overview
We are a Maryland statutory trust formed on November 7, 2024 and we intend to elect to be taxed as a REIT for federal income tax purposes, commencing with our taxable year ended December 31, 2025. We are externally co-managed by (i) BlackRock Financial Management, Inc. (the “BlackRock Advisor”), an affiliate of BlackRock, and (ii) MONTICELLOAM, LLC (in its capacity as investment adviser to the Company, the “Monticello Advisor”, each, an “Advisor” and, together, the “Advisors”).
Our investment objectives are to invest primarily in assets that will enable us to:
•provide shareholders with current income in the form of regular, stable cash distributions in order to achieve an attractive distribution yield;
•preserve and protect shareholders’ invested capital by focusing on high quality real estate assets that typically have current cash-flow and/or limited business plan risk;
•reduce downside risk through conservative loan-to-value ratios against high quality real estate assets with meaningful borrower equity or implied equity; and
•provide an investment alternative for shareholders seeking to allocate a portion of their investment portfolios to real estate debt with lower volatility than publicly traded securities and compelling risk-adjusted returns compared to fixed income alternatives.
We cannot assure you that we will achieve our investment objectives. See “Item 1A. Risk Factors”.
Our primary investment strategy is to originate, acquire, finance, manage and dispose of a portfolio consisting primarily of real estate debt investments, including senior mortgage loans, subordinated debt and other similar investments (the "Loan Portfolio"). Our real estate loans are generally secured by properties located in the United States and include, without limitation, seniors housing, multifamily and other commercial real estate assets.
To a lesser extent, we expect to invest in publicly traded real estate related debt or securities, private real estate-related debt, and other securities, including collateralized loan obligations ("CLOs") and/or cash and cash equivalent investments (collectively, the "Liquid Investments Portfolio").
The Monticello Advisor serves as our investment manager with respect to the Loan Portfolio and the BlackRock Advisor serves as our investment manager with respect to the Liquid Investments Portfolio.
Our board of trustees has ultimate oversight and policy-making authority over us, including responsibility for governance, financial controls, compliance and disclosure. Pursuant to the advisory agreements between the Company and each of the Advisors, however, we have delegated to the Advisors the authority to source, evaluate and monitor our investment opportunities and make decisions related to the acquisition, management, financing and disposition of our assets, in accordance with our investment objectives, guidelines, policies and limitations, subject to oversight by our board of trustees.
We are structured as a non-listed, perpetual-life REIT, and therefore our securities are not listed on a national securities exchange and, as of the date of this Quarterly Report on Form 10-Q, there is no plan to list our securities on a national securities exchange. We are organized as a holding company and conduct our business primarily through our various subsidiaries. We intend to elect to be taxed as a REIT under the Internal Revenue Code of 1986 (the "Code") for federal income tax purposes and generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our REIT taxable income to shareholders and qualify as a REIT.
We are not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting real estate generally, that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from our real estate-related debt investments or real estate-related securities, other than those referred to in this Form 10-Q.
Accounting Policies
See Note 2 - "Significant Accounting Policies" in the condensed consolidated financial statements included in this Form 10-Q for a discussion of accounting policies that impact the Company.
Critical Accounting Estimates
The preparation of our condensed consolidated financial statements in accordance with GAAP involves significant judgments and assumptions and requires estimates about matters that are inherently uncertain. These judgments will affect our reported amounts of assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our condensed consolidated financial statements. See below for a summary of the accounting policy election for the fair value option for real estate loan investments and our debt obligations which we believe is most affected by our judgments, estimates, and assumptions. Also refer to Note 2 – “Significant Accounting Policies” within the condensed consolidated financial statements for further descriptions of such accounting policies.
Fair Value Option
The guidance in ASC 825 provides a fair value option election that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and liabilities. In the cases of real estate loan investments for which the fair value option is elected, origination fees, up-front fees and costs related to the origination or acquisition of the real estate loan investments are immediately expensed in earnings as incurred. Unrealized gains and losses on assets and liabilities for which the fair value option has been elected, if any, are also reported in earnings. This is because under the fair value option, a lender reports the instrument at its exit price (i.e., the price that would be received to sell the instrument in an orderly transaction), which reflects the market’s assessment of the instrument’s cash flows and risks and does not include any entity-specific costs or fees. Similarly, for the Company's debt obligations, debt issuance costs are immediately expensed in earnings.
As discussed in Note 2 – “Significant Accounting Policies” to our financial statements, the Company has elected the fair value option for certain eligible financial assets and liabilities including real estate loan investments and debt obligations. The fair value elections were made to create a more direct alignment between the Company’s financial reporting and the calculation of net asset value per share used to determine the prices at which investors can purchase and redeem shares of the Company’s common shares.
The decision to elect the fair value option is determined on an instrument-by-instrument basis and must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to this guidance are required to be reported separately on the Company’s Condensed Consolidated Balance Sheets from those instruments using another accounting method.
Recent Accounting Developments
Refer to Note 2 – "Significant Accounting Policies" within the condensed consolidated financial statements for a discussion of recent accounting developments and the expected impact to the Company.
Q1 2026 Highlights
Capital Activity and Distributions
•Raised $52.2 million of gross proceeds from the issuance of common shares, in addition to $1.4 million of distributions reinvested in the Company's common shares during the three months ended March 31, 2026.
•Declared distributions totaling approximately $3.6 million for the three months ended March 31, 2026, of which $1.4 million was reinvested.
•Repurchased $0.1 million of Class F-I common shares.
Investing Activity
•Originated 5 floating rate senior commercial real estate loans with a total commitment amount of $222.3 million and total outstanding principal amount of $205.0 million for the three months ended March 31, 2026.
•Invested in 3 loan participations with a total commitment amount of $26.3 million, and total outstanding principal amount of $26.3 million as of March 31, 2026.
Financing Activity
•Upsized the credit agreement (as it may be amended from time to time, the “Customers Bank Credit Agreement”) with Customers Bank, as lender, account bank and administrative agent, certain other participating lenders, and MonticelloAM Servicing, LLC, as servicer, by $100 million for a maximum aggregate commitment of $360 million.
•Received borrowings of $254 million from our debt obligations
•Repaid $81 million of borrowing from our debt obligations
Portfolio
As of March 31, 2026, the Company had originated 21 senior commercial real estate loans with a total commitment amount of $788.8 million and total outstanding principal amount of $716.5 million and invested in 12 loan participations, including 9 subordinate participation interests in a floating rate mortgage loans, 2 participations in variable rate mezzanine loans, and 1 participation interest in a fixed rate mezzanine loan for a total commitment amount of $78.6 million and total outstanding principal amount of $77.0 million.
The following table details the statistics of our Loan Portfolio as of March 31, 2026:
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Property Type |
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Location |
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Origination Date |
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Stated Interest Rate(3) |
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Original Loan Amount |
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Current Principal Outstanding |
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Fair Value |
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Unfunded Commitments |
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Payment Terms (4) |
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Current Maturity Date |
|
Maximum Maturity Date(5) |
Senior Housing |
|
Maryland |
|
3/31/2026(1) |
|
1M SOFR + 4.55% |
|
$ |
20,000 |
|
|
$ |
20,000 |
|
|
$ |
20,000 |
|
|
N/A |
|
|
Monthly, I/O-A |
|
3/31/2029 |
|
3/31/2030 |
Senior Housing |
|
Washington |
|
3/27/2026 |
|
1M SOFR + 4.25% |
|
|
40,000 |
|
|
|
40,000 |
|
|
|
40,000 |
|
|
N/A |
|
|
Monthly, I/O-A |
|
3/27/2029 |
|
9/27/2029 |
Senior Housing |
|
New Jersey |
|
3/26/2026(1) |
|
1M SOFR + 4.75% |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
2,000 |
|
|
N/A |
|
|
Monthly, I/O-A |
|
5/30/2027 |
|
5/30/2028 |
Senior Housing |
|
New York |
|
2/27/2026(1) |
|
1M SOFR + 4.25% |
|
|
4,250 |
|
|
|
4,250 |
|
|
|
4,250 |
|
|
N/A |
|
|
Monthly, I/O-A |
|
8/27/2028 |
|
2/27/2029 |
Senior Housing |
|
Colorado |
|
2/4/2026 |
|
1M SOFR + 4.85% |
|
|
11,300 |
|
|
|
11,300 |
|
|
|
11,300 |
|
|
N/A |
|
|
Monthly, I/O-A |
|
2/4/2029 |
|
2/4/2029 |
Senior Housing |
|
Illinois |
|
1/23/2026 |
|
1M SOFR + 4.15% |
|
|
40,000 |
|
|
|
40,000 |
|
|
|
40,000 |
|
|
|
4,000 |
|
|
Monthly, I/O-A |
|
1/23/2029 |
|
1/23/2029 |
Multifamily |
|
Florida |
|
1/15/2026 |
|
1M SOFR + 2.65% |
|
|
52,000 |
|
|
|
52,000 |
|
|
|
52,000 |
|
|
N/A |
|
|
Monthly, I/O |
|
2/1/2029 |
|
2/1/2031 |
Senior Housing |
|
Pennsylvania |
|
1/14/2026 |
|
1M SOFR + 3.85% |
|
|
61,700 |
|
|
|
61,700 |
|
|
|
61,700 |
|
|
|
13,300 |
|
|
Monthly, I/O-A |
|
7/14/2029 |
|
1/14/2030 |
Senior Housing |
|
South Carolina |
|
12/31/2025 |
|
1M SOFR + 3.75% |
|
|
19,300 |
|
|
|
19,300 |
|
|
|
19,300 |
|
|
N/A |
|
|
Monthly, I/O-A |
|
1/1/2028 |
|
1/1/2029 |
Senior Housing |
|
Kentucky |
|
12/31/2025 |
|
1M SOFR + 3.85% |
|
|
11,150 |
|
|
|
11,150 |
|
|
|
11,150 |
|
|
|
2,500 |
|
|
Monthly, I/O-A |
|
1/1/2029 |
|
1/1/2029 |
Senior Housing |
|
Pennsylvania |
|
12/29/2025 |
|
1M SOFR + 3.90% |
|
|
12,800 |
|
|
|
12,800 |
|
|
|
12,800 |
|
|
|
1,500 |
|
|
Monthly, I/O-A |
|
12/29/2027 |
|
12/29/2028 |
Senior Housing |
|
Florida |
|
12/19/2025(1) |
|
1M SOFR + 3.75% |
|
|
2,300 |
|
|
|
2,300 |
|
|
|
2,300 |
|
|
N/A |
|
|
Monthly, I/O-A |
|
12/19/2027 |
|
12/19/2028 |
Senior Housing |
|
Illinois |
|
12/17/2025(6) |
|
1M SOFR + 3.75% |
|
|
52,000 |
|
|
|
52,000 |
|
|
|
52,000 |
|
|
|
8,000 |
|
|
Monthly, I/O-A |
|
12/17/2027 |
|
12/17/2028 |
Multifamily |
|
Texas |
|
12/10/2025 |
|
1M SOFR + 3.00% |
|
|
28,700 |
|
|
|
28,700 |
|
|
|
28,700 |
|
|
|
1,800 |
|
|
Monthly, I/O |
|
1/1/2028 |
|
1/1/2030 |
Multifamily |
|
California |
|
12/4/2025 |
|
1M SOFR + 2.75% |
|
|
30,400 |
|
|
|
30,400 |
|
|
|
30,400 |
|
|
N/A |
|
|
Monthly, I/O |
|
1/1/2028 |
|
1/1/2030 |
Senior Housing |
|
Illinois |
|
11/26/2025(1) |
|
1M SOFR + 3.95% |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
2,000 |
|
|
|
92 |
|
|
Monthly, I/O-A |
|
11/26/2028 |
|
11/26/2029 |
Senior Housing |
|
Wisconsin, Ohio |
|
10/31/2025 |
|
1M SOFR + 3.85% |
|
|
23,500 |
|
|
|
23,500 |
|
|
|
23,500 |
|
|
|
5,000 |
|
|
Monthly, I/O-A |
|
4/30/2028 |
|
10/31/2028 |
Senior Housing |
|
Virginia |
|
10/30/2025(1) |
|
1M SOFR + 4.50% |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
20,000 |
|
|
N/A |
|
|
Monthly, I/O-A |
|
10/30/2028 |
|
10/30/2030 |
Senior Housing |
|
California |
|
9/30/2025 |
|
1M SOFR + 3.85% |
|
|
14,250 |
|
|
|
14,250 |
|
|
|
14,250 |
|
|
|
5,500 |
|
|
Monthly, I/O-A |
|
9/30/2027 |
|
9/30/2028 |
Senior Housing |
|
New York |
|
8/29/2025(1) |
|
1M SOFR + 4.85% |
|
|
2,150 |
|
|
|
2,150 |
|
|
|
2,150 |
|
|
N/A |
|
|
Monthly, I/O-A |
|
9/20/2026 |
|
9/20/2027 |
Multifamily |
|
Virginia |
|
8/27/2025 |
|
1M SOFR + 2.80% |
|
|
35,130 |
|
|
|
35,130 |
|
|
|
35,130 |
|
|
|
2,720 |
|
|
Monthly, I/O |
|
10/1/2027 |
|
10/1/2029 |
Senior Housing |
|
Rhode Island, Massachusetts |
|
8/20/2025 |
|
1M SOFR + 4.40% |
|
|
54,000 |
|
|
|
54,000 |
|
|
|
54,000 |
|
|
|
16,000 |
|
|
Monthly, I/O-A |
|
8/20/2027 |
|
8/20/2028 |
Senior Housing |
|
North Carolina |
|
8/13/2025 |
|
1M SOFR + 4.25% |
|
|
13,400 |
|
|
|
13,400 |
|
|
|
13,400 |
|
|
N/A |
|
|
Monthly, I/O-A |
|
8/13/2028 |
|
8/13/2029 |
Senior Housing |
|
Kentucky |
|
8/7/2025 |
|
1M SOFR + 3.95% |
|
|
19,250 |
|
|
|
19,250 |
|
|
|
19,250 |
|
|
|
6,100 |
|
|
Monthly, I/O-A |
|
8/7/2028 |
|
8/7/2028 |
Senior Housing |
|
North Carolina |
|
8/6/2025 |
|
1M SOFR + 4.45% |
|
|
45,600 |
|
|
|
45,600 |
|
|
|
45,600 |
|
|
N/A |
|
|
Monthly, I/O-A |
|
8/6/2027 |
|
8/6/2028 |
Senior Housing |
|
North Carolina |
|
8/6/2025 |
|
1M SOFR + 4.45% |
|
|
44,900 |
|
|
|
44,900 |
|
|
|
44,900 |
|
|
N/A |
|
|
Monthly, I/O-A |
|
8/6/2027 |
|
8/6/2028 |
Senior Housing |
|
New York |
|
8/4/2025(2) |
|
FIXED 14.50% |
|
|
3,475 |
|
|
|
3,475 |
|
|
|
3,475 |
|
|
|
869 |
|
|
Monthly, I/O-A |
|
8/4/2029 |
|
8/4/2029 |
Senior Housing |
|
New York |
|
6/27/2025(1) |
|
1M SOFR + 4.25% |
|
|
8,500 |
|
|
|
8,500 |
|
|
|
8,500 |
|
|
|
118 |
|
|
Monthly, I/O-A |
|
6/26/2028 |
|
6/26/2028 |
Senior Housing |
|
North Carolina |
|
6/27/2025(2) |
|
1M SOFR + 12.13% |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
6,000 |
|
|
N/A |
|
|
Monthly, I/O-A |
|
6/27/2028 |
|
6/27/2029 |
Multifamily |
|
Florida |
|
6/6/2025 |
|
1M SOFR + 2.65% |
|
|
41,500 |
|
|
|
41,500 |
|
|
|
41,500 |
|
|
N/A |
|
|
Monthly, I/O |
|
7/1/2028 |
|
7/1/2030 |
Senior Housing |
|
Kentucky |
|
6/6/2025(2) |
|
1M SOFR + 11.74% |
|
|
4,970 |
|
|
|
4,970 |
|
|
|
4,970 |
|
|
|
251 |
|
|
Monthly, I/O-A |
|
12/6/2028 |
|
12/6/2028 |
Senior Housing |
|
Wisconsin |
|
5/30/2025(1) |
|
1M SOFR + 4.55% |
|
|
1,333 |
|
|
|
1,333 |
|
|
|
1,333 |
|
|
|
290 |
|
|
Monthly, I/O-A |
|
5/30/2027 |
|
5/30/2028 |
Multifamily |
|
Maryland |
|
5/29/2025 |
|
1M SOFR + 2.65% |
|
|
65,641 |
|
|
|
65,641 |
|
|
|
65,641 |
|
|
|
5,843 |
|
|
Monthly, I/O |
|
6/1/2027 |
|
6/1/2030 |
|
|
|
|
|
|
|
|
$ |
793,499 |
|
|
$ |
793,499 |
|
|
$ |
793,499 |
|
|
$ |
73,882 |
|
|
|
|
|
|
|
(1)Investment is a subordinate participation interest in a mortgage loan originated by affiliates of the Monticello Advisor.
(2)Investment is a participation interest in a mezzanine loan originated by affiliates of the Monticello Advisor.
(3)Represents the stated interest rate on the whole loan. Unless otherwise noted, mortgage loans earn interest at the one-month Term Secured Overnight Financing Rate (“SOFR”) plus a spread. On March 31, 2026, the one-month Term SOFR was 3.67%. For investments in subordinate participation interests in mortgage loans, the Company's subordinate interests are held through junior participations in the respective mortgage loans originated by affiliated entities. The Company is entitled to its pro-rata share of interest per the respective participation agreements. The stated interest rate is of the loan originated by the affiliated entity.
(4)Payment terms are interest only (I/O), or initially interest only and amortize at a future period in accordance with the terms of the respective agreements (I/O-A).There are no loans with liens or with principal amounts or interest in delinquency as of March 31, 2026.
(5)Maximum maturity date assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are typically subject to satisfaction of certain predefined conditions as defined in the respective loan agreements.
Results of Operations
The following table sets forth information regarding our Condensed Consolidated Results of Operations for the three months ended March 31, 2026 and 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2026 |
|
|
|
|
For the Three Months Ended March 31, 2025 |
|
Revenue |
|
|
|
|
|
|
|
|
Interest income |
|
$ |
14,136 |
|
|
|
|
$ |
— |
|
Other income |
|
|
2,343 |
|
|
|
|
|
— |
|
Total revenue |
|
|
16,479 |
|
|
|
|
|
— |
|
Expenses |
|
|
|
|
|
|
|
|
Interest and fees on debt obligations |
|
$ |
7,462 |
|
|
|
|
$ |
— |
|
Debt issuance costs |
|
|
751 |
|
|
|
|
|
— |
|
Organizational costs |
|
|
— |
|
|
|
|
|
— |
|
Origination fees payable to advisors |
|
|
1,152 |
|
|
|
|
|
— |
|
General and administrative |
|
|
2,088 |
|
|
|
|
|
— |
|
Performance fees |
|
|
121 |
|
|
|
|
|
— |
|
Total expenses |
|
$ |
11,574 |
|
|
|
|
$ |
— |
|
Gains (losses) from operations and financing |
|
|
|
|
|
|
|
|
Unrealized gain (loss) on real estate loan investments |
|
|
— |
|
|
|
|
|
— |
|
Unrealized gain (loss) on debt obligations |
|
|
— |
|
|
|
|
|
— |
|
Total gain (loss) from operations and financing, net |
|
|
— |
|
|
|
|
|
— |
|
Net income |
|
$ |
4,905 |
|
|
|
|
$ |
— |
|
Net income per common share, basic and diluted (Note 9) |
|
$ |
0.78 |
|
|
|
|
$ |
— |
|
Weighted-average common shares outstanding, basic and diluted (Note 9) |
|
|
6,320,162 |
|
|
|
|
|
80 |
|
The Company was formed on November 7, 2024 and the initial retail closing occurred on July 1, 2025 (the "Initial Retail Closing"). As such, results of operations from the three months ended March 31, 2025 period are not comparable to the three months ended March 31, 2026.
Revenues
During the three months ended March 31, 2026, revenues totaled approximately $16.5 million, consisting of interest income on our real estate loan investments. Other income pertained primarily to $2.3 million in loan origination fees.
Expenses
Interest and fees on debt obligations
During the three months ended March 31, 2026, interest and fees on debt obligations were approximately $7.5 million, consisting of primarily interest expense and other minimum utilization fees on our debt obligations.
Debt issuance costs
During the three months ended March 31, 2026, the Company incurred approximately $0.8 million of debt issuance costs which was primarily related to commitment and other legal costs associated with the upsizing of our debt obligations. As the Company has elected the fair value option for debt obligations, debt issuance costs are immediately reflected in the Condensed Consolidated Statement of Operations and the costs became the Company's liability upon the Initial Retail Closing. Certain debt issuance costs were advanced by the Company's Advisors and will be subject to reimbursement by the Company in accordance with its policy for organization, offering and certain operating expenses as disclosed in Note 2 - "Significant Accounting Policies" to our condensed consolidated financial statements in this Form 10-Q.
Origination fees payable to the advisors
During the three months ended March 31, 2026, the Company incurred $1.2 million of net origination fees due to the advisors as defined in Note 10.
General and administrative
During the three months ended March 31, 2026, the Company incurred approximately $2.1 million of general and administrative costs, which were related to professional fees, trustee fees and costs associated with personnel of the Advisors and their affiliates other than those who provide investment advisory services to the Company. Certain general and administrative expenses were also advanced by the Company's Advisors and will be subject to reimbursement by the Company in accordance with its policy for organization, offering and certain operating expenses as disclosed in Note 2 - "Significant Accounting Policies" to our condensed consolidated financial statements in this Form 10-Q.
Performance and management fees
During the three months ended March 31, 2026, the Company incurred approximately $0.1 million of performance fees due to the Advisors.
Liquidity and Capital Resources
Liquidity is a measure of our ability to meet our cash requirements, including ongoing commitments to repay borrowings, fund and maintain our assets and operations, make new investments where appropriate, pay distributions to our shareholders and other general business needs. We closely monitor our liquidity position and believe that we have sufficient current liquidity and access to additional liquidity to meet our financial obligations for at least the next 12 months.
The BlackRock Advisor and Monticello Capital Partners, LLC, an affiliate of the Monticello Advisor (the "Monticello Investor"), have agreed to purchase from us an aggregate amount of not less than $50.0 million, in the case of the BlackRock Advisor, and $3.3 million in the case of the Monticello Investor, in each case, in Class E shares of the Company, at a price per share equal to the Company’s most recently determined NAV of its Class E shares. As of March 31, 2026, the remaining capital commitment of the BlackRock Advisor was $46.8 million and the Monticello Investor has fully funded its commitment. We expect to generate cash primarily from (i) the net proceeds of our continuous private offering, (ii) cash flows from our operations, (iii) existing borrowing facilities and any financing arrangements we may enter into in the future and (iv) any future offerings of our equity or debt securities.
Our primary uses of cash will be for (i) origination or acquisition of commercial mortgage loans and other commercial debt investments, commercial mortgage-backed securities and other commercial real estate-related debt investments in accordance with our investment guidelines, (ii) the cost of operations (including the management fee and performance fee), (iii) debt service of any borrowings, (iv) periodic repurchases, including under our share purchase plan (as described herein), and (v) cash distributions to the holders of our shares to the extent authorized by our board of trustees and declared by us.
The Company will seek to enter into additional bank debt, credit facility, and / or other financing arrangements on at least customary and market terms; however, such incurrence would be subject to prevailing market conditions, the Company’s liquidity requirements, contractual and regulatory restrictions and other factors.
As of March 31, 2026, certain subsidiaries of the Company have entered into (i) a Master Repurchase Agreement and Securities Contract (together with the related transaction documents as amended, the “Natixis Repurchase Agreement”), with Natixis, New York Branch (“Natixis”), and (ii) the Customers Bank Credit Agreement with Customers Bank and (iii) a revolving credit agreement (as it may be amended from time to time, the “CIBC Credit Agreement”) with CIBC Bank USA (“CIBC”), as lender and administrative agent, and certain other lenders party thereto, in each case where such subsidiaries have pledged loans as collateral and the Company has provided certain limited recourse guarantees. Under the Natixis Repurchase Agreement, Customers Bank Credit Agreement and CIBC Credit Agreement, the Company and its subsidiaries are permitted to borrow as much as $250 million, $360 million and $100 million, respectively, based on the value of the loans pledged as collateral and the maximum advance rates attributed to each loan by the lender. The Company has also entered into a revolving credit agreement (as it may be amended from time to time, the “JPM Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPM”), as lender with an aggregate borrowing capacity of $42.1 million secured by outstanding commitments of the BlackRock Advisor. As of March 31, 2026, the Company has $616.1 million in outstanding debt. See Note 4 – “Debt Obligations, at fair value” to our condensed consolidated financial statements in this Form 10-Q.
Our primary sources of liquidity include cash and cash equivalents and available borrowings under our debt facilities. The following table summarizes amounts available under these sources as of March 31, 2026 ($ in thousands):
|
|
|
|
|
|
|
March 31, 2026 |
|
Cash and cash equivalents |
|
$ |
3,171 |
|
Unutilized borrowing capacity - repurchase agreements |
|
|
134,923 |
|
Available borrowings on revolving credit facility(1) |
|
|
1,090 |
|
Total liquidity and capital resources |
|
$ |
139,184 |
|
(1)Excludes the remaining capital commitment of the BlackRock Advisor in the amount of $46.8 million.
Cash Flows - For the three months ended March 31, 2026
We experienced a $2.2 million net decrease in cash and cash equivalents during the three months ended March 31, 2026, reflecting cash provided by operating activities of $6.7 million, cash used in investing activities of ($231.5) million, and cash provided by financing activities of $222.7 million.
Net cash provided by operating activities of $6.7 million was driven by an increase in interest income from the origination of 5 new mortgage loans and 3 participation interests in mortgage loans. Interest income was offset by an increase in interest expense primarily on the Company's increased borrowings on the Natixis Repurchase Agreement, Customers Bank Credit Agreement and CIBC Credit Agreement.
Net cash used in investing activities of ($231.5) million was primarily driven by the origination of $205.0 million of mortgage loans and the purchase of $26.3 million of participation interests in mortgage and mezzanine loans originated by affiliates of the Monticello Advisor.
Net cash provided by financing activities of $222.7 million was driven by aggregate borrowings of $253.5 million pursuant to the Natixis Repurchase Agreement, the Customers Bank Credit Agreement, the CIBC Credit Agreement, and the JPM Credit Agreement, in addition to the receipt of $53.6 million in proceeds from the issuance of Class E, Class F-S and Class F-I common shares. The increase in proceeds was offset by $80.7 million in principal repayments on the Company's debt obligations, payment of $0.1 million of debt issuance costs, $0.1 million in common share repurchases and $3.7 million of distributions paid to common shareholders.
Distribution Policy
Any distributions we make will be at the discretion of our board of trustees, considering factors such as our earnings, cash flow, capital needs and general financial condition. As a result, our distribution rates and payment frequency may vary from time to time.
Our board of trustees’ discretion as to the payment of distributions will be directed, in substantial part, by its determination to cause us to comply with the REIT requirements. To maintain our qualification as a REIT, we generally are required to make aggregate annual distributions to our shareholders of at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains.
We intend to continue to declare monthly distributions for each class of common shares then-outstanding, which will be paid in the subsequent month and will be the same gross distribution per share for each class. The net distribution may vary for each class based on the applicable shareholder servicing fee, which is deducted from the gross distribution per share.
The table below details the net distribution for each of our share classes for the three months ended March 31, 2026:
|
|
|
|
|
|
|
|
|
|
Record date |
Class E Common Shares (1) |
|
Class F-I Common Shares |
|
Class F-S Common Shares |
|
January 31, 2026 |
$ |
0.1927 |
|
$ |
0.1927 |
|
$ |
0.1746 |
|
February 28, 2026 |
|
0.1927 |
|
|
0.1927 |
|
|
0.1749 |
|
March 31, 2026 |
|
0.1927 |
|
|
0.1927 |
|
|
0.1750 |
|
Total |
$ |
0.5781 |
|
$ |
0.5781 |
|
$ |
0.5245 |
|
(1)Includes distributions on Class E shares held by the Advisors and/or affiliates.
The following table summarizes our distributions declared during the three months ended March 31, 2026 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
Distributions |
|
Amount |
|
|
% |
Payable in cash |
|
$ |
2,227 |
|
|
|
62 |
|
% |
Reinvested in shares(1) |
|
|
1,354 |
|
|
|
38 |
|
% |
Total distributions |
|
$ |
3,581 |
|
|
|
100 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sources of Distributions |
|
Amount |
|
|
% |
Cash flows from operating activities |
|
$ |
3,581 |
|
|
|
100 |
|
% |
Total sources of distributions |
|
$ |
3,581 |
|
|
|
100 |
|
% |
|
|
|
|
|
|
|
|
Total cash flows from operating activities(2) |
|
$ |
6,662 |
|
|
|
|
|
(1)Shareholders may elect to have their distributions reinvested in common shares through our distribution reinvestment plan.
(2)Cash flows from operating activities are supported by expense payments advanced from the Advisors. See Note 10 to our condensed consolidated financial statements in this Form 10-Q.
Net Asset Value and NAV Per Share Calculation
Each class of our common shares will have an undivided interest in our assets and liabilities, other than class-specific fees and expenses, such as shareholder servicing fees, the management fee and the performance fee. In accordance with the valuation guidelines, the Administrator will calculate our NAV per share for each class as of the last calendar day of each month, using a process that reflects several components, including the estimated fair value of (1) Loan Portfolio and Liquid Investments Portfolio investments and other investments owned by us and (2) any other assets and liabilities. Because shareholder servicing fees, the management fee and the performance fee allocable to a specific class of shares will only be included in the NAV calculation for that class, the NAV per share for our classes of shares may differ.
Our NAV for each class of common shares is calculated by our fund administrator (the “Administrator”) with the assistance of the Advisors based on the valuations of our investments, the addition of any other assets (such as cash on hand), and the deduction of any liabilities, including, as applicable with respect to any particular class of shares, the accrual of any management fees and performance fees to the Advisors, and will also include the deduction of any ongoing shareholder servicing fees specifically applicable to such class of common shares. The Advisors review and approve the NAV.
The monthly NAV for each class of shares will be based on the fair values of our investments, the addition of any other assets (such as cash on hand), and the deduction of any liabilities (including allocated/accrued management fees, performance fees and the deduction of any shareholder servicing fees specifically applicable to such class of shares). At the end of each month, before taking into consideration class-specific expense accruals for that month, any change in our aggregate NAV (whether an increase or decrease) is allocated among each class of shares based on each class’s relative percentage of the previous aggregate NAV plus issuances of shares that were effective on the first calendar day of such month. The NAV calculation is available generally within 15 calendar days after the end of the applicable month. Changes in monthly NAV includes, without limitation, accruals of our net portfolio income, interest expense, the management fee, the performance fee, distributions, unrealized/realized gains and losses on assets and liabilities, any applicable operating, organization and offering expenses and any expense reimbursements. Changes in monthly NAV also includes material non-recurring events, such as capital expenditures and material investments and dispositions occurring during the month. Notwithstanding anything herein to the contrary, the Advisors may in their discretion consider material market data and other information that becomes available after the end of the applicable month in valuing our assets and liabilities and calculating our NAV for a particular month. On an ongoing basis, the Administrator and the Advisors will adjust the accruals to reflect actual operating results and the outstanding receivable, payable and other account balances resulting from the accumulation of monthly accruals for which financial information is available. The operating expenses and organization and offering expenses which are advanced by the Advisors to be reimbursed by us will not be included in such calculations until reimbursed to the Advisors.
Following the aggregation of the fair values of our investments, the addition of any other assets and the deduction of any other liabilities, the Administrator incorporates any class-specific adjustments to our NAV, including additional issuances and repurchases of our common shares and accruals of class-specific expenses. For each applicable class of shares, the shareholder servicing fee is calculated as a percentage of the aggregate NAV for such class of shares. The declaration of distributions will reduce the NAV for each class of our common shares in an amount equal to the accrual of our liability to pay such distributions. NAV per share for each class is calculated by dividing such class’s NAV at the end of each month by the number of shares outstanding for that class at the end of such month.
The Advisors have agreed to advance all organization and offering expenses (other than upfront selling commissions, dealer manager fees and shareholder servicing fees) and certain of our operating expenses on our behalf through the first anniversary of the Initial Retail Closing. We will reimburse the Advisors for all such advanced costs and expenses ratably over the 60 months following the first anniversary of the Initial Retail Closing. For purposes of calculating our NAV, the organization and offering expenses and certain operating expenses paid by the Advisors through the first anniversary of the Initial Retail Closing will not be deducted as an expense until reimbursed by the Company. After the first anniversary of the Initial Retail Closing, we will reimburse the Advisors for any organization and offering expenses and operating expenses that it incurs on behalf of us as and when incurred (or promptly thereafter).
The combination of the NAV of each class of our common shares will equal the aggregate fair values of our assets, less our liabilities, including liabilities related to class-specific expenses.
Net portfolio income and unrealized/realized gains on assets and liabilities for any month will be allocated proportionately among the share classes according to the respective NAVs of the classes, inclusive of the impact of the additional issuances and repurchases of our common shares (including additional shares issued via the distribution reinvestment plan) executed at the beginning of the month.
The following table provides a breakdown of the major components of our total NAV as of March 31, 2026 ($ in thousands, except per share data):
|
|
|
|
|
Components of NAV |
|
March 31, 2026 |
|
Cash and cash equivalents |
|
$ |
3,171 |
|
Restricted cash |
|
|
59 |
|
Real estate loan investments, at fair value |
|
|
793,499 |
|
Other assets |
|
|
120 |
|
Accrued interest receivable |
|
|
5,782 |
|
Debt obligations, at fair value |
|
|
(616,063 |
) |
Accrued interest and fees payable |
|
|
(1,723 |
) |
Accrued expenses |
|
|
(2,138 |
) |
Operating expenses due to affiliates |
|
|
(3,276 |
) |
Distribution payable |
|
|
(1,380 |
) |
Shareholder servicing fees payable |
|
|
(69 |
) |
Net asset value |
|
$ |
177,980 |
|
Number of outstanding shares |
|
|
7,043,674 |
|
The following table reconciles shareholders’ equity and redeemable common shares per our Condensed Consolidated Balance Sheet in accordance with accounting principles generally accepted in the United States of America ("GAAP") to our NAV (dollars in thousands):
|
|
|
|
$ in Thousands |
March 31, 2026 |
|
Common shareholder's equity and redeemable common shares |
$ |
162,810 |
|
Adjustments: |
|
|
Organization, offering and other advanced operating expenses due to affiliates (1) |
|
11,789 |
|
Shareholder servicing fees payable (2) |
|
3,381 |
|
Net asset value |
$ |
177,980 |
|
(1)The Advisors have agreed to advance organizational, offering, and other certain operating expenses on the Company's behalf. The Advisors will be reimbursed for such costs over a 60-month period beginning July 1, 2026, the first anniversary date of the Initial Retail Closing. Under GAAP, these expenses have been accrued as a liability. For purposes of calculating NAV, such costs will be recognized as they are repaid to the Advisors over the 60-month reimbursement period.
(2)Under GAAP, an estimate of the full cost of the shareholder servicing fees over the estimated investment period of each shareholder in the applicable share class is accrued as an offering cost at the time of share issuance. For purposes of NAV, we recognize the shareholder servicing fee as a reduction of NAV on a monthly basis.
The following table provides a breakdown of our total NAV and NAV per share by class as of March 31, 2026 ($ and shares in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV per share |
Class E Common Shares |
|
Class F-I Common Shares |
|
Class F-S Common Shares |
|
Total |
|
Net asset value |
$ |
8,783 |
|
$ |
127,391 |
|
$ |
41,806 |
|
$ |
177,980 |
|
Number of outstanding shares |
|
346,995 |
|
|
5,038,277 |
|
|
1,658,402 |
|
|
7,043,674 |
|
NAV Per Share as of December 31, 2025 |
$ |
25.31 |
|
$ |
25.28 |
|
$ |
25.21 |
|
|
|
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, as defined in Rule 12b-2 under the Securities Exchange Act of 1934, (as amended, the “Exchange Act”), we are not required to provide the information required under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its President and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives. An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our President and CFO. Based upon this evaluation, our President and CFO have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our President and CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls Over Financial Reporting
There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, 2026, we were not involved in any material legal proceedings.
ITEM 1A. RISK FACTORS
For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors discussed in Item 1A. Risk Factors in the 2025 Annual Report filed with the SEC, as amended. As of March 31, 2026, there have been no material changes from the risk factors set forth in Item 1A. Risk Factors in the 2025 Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Share Repurchase Plan
Under the Company’s share repurchase plan, shareholders may request repurchase all or a portion of their shares each quarter. The Company is not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any quarter at the Company’s discretion. To the extent the Company chooses to repurchase shares in any quarter, it will only repurchase shares as of the second to last business day of the applicable quarter (each such date, a “Repurchase Date”).
Repurchases will be made at the transaction price in effect on the Repurchase Date, except for shares that have not been outstanding for at least one year will be repurchased at 95% of the transaction price (the “Early Repurchase Deduction”). The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, qualified disability, or divorce of the shareholder.
The aggregate NAV of total repurchases of common shares will be limited to no more than 5% of the Company’s aggregate NAV per calendar quarter (measured using the average aggregate NAV attributable to shareholders as of the end of the immediately preceding month).
The board of trustees of the Company may modify or suspend the share repurchase plan if it deems such action to be in the Company’s best interest and the best interest of its shareholders.
During the quarter ended March 31, 2026, 2,054 shares were repurchased pursuant to the Company’s share repurchase plan.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Amended and Restated Bylaws
Effective May 5, 2026, the board of trustees of the Company adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”) to, among other things, provide for the establishment of an affiliate transactions committee and amend certain requirements relating to quorum, voting and consents in lieu of meetings in connection therewith.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
ITEM 6. EXHIBITS
|
|
|
Exhibit Number |
|
Description |
|
|
|
3.1 |
|
Certificate of Trust of the Company, dated November 7, 2024 (filed as Exhibit 3.1 to the Company’s Registration Statement on Form 10 filed on January 15, 2025 and incorporated by reference herein) |
|
|
|
3.2 |
|
Third Amended and Restated Declaration of Trust of the Company, dated as of June 30, 2025 (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed on November 13, 2025 and incorporated by reference herein) |
|
|
|
3.3* |
|
Amended and Restated Bylaws of the Company, dated as of May 5, 2026 |
|
|
|
4.1 |
|
Distribution Reinvestment Plan of the Company (filed as Exhibit 4.1 to the Company’s Registration Statement on Form 10 filed on March 14, 2025 and incorporated by reference herein) |
|
|
|
4.2 |
|
Share Repurchase Plan, effective June 30, 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 7, 2025 and incorporated by reference herein) |
|
|
|
31.1* |
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
31.2* |
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
32.1** |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
32.2** |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
101.INS |
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith
** Furnished herewith
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
BlackRock Monticello Debt Real Estate Investment Trust |
|
|
|
May 6, 2026 |
|
/s/ Robert P. Karnes |
Date |
|
Robert P. Karnes |
|
|
President (Principal Executive Officer) |
|
|
|
May 6, 2026 |
|
/s/ Barry W. Szarvas Jr. |
Date |
|
Barry W. Szarvas Jr. |
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |