v3.26.1
Significant Accounting Policies
3 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
Significant Accounting Policies

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.