v3.26.1
Notes Payable
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Notes Payable Notes Payable
Notes Payable of the Company
Notes payable consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):
Notes PayableMarch 31, 2026December 31, 2025
Weighted Average Interest Rate (1)
Maturity Date (1)
Corporate notes$25,518 $28,698 10.98 %January 2024 - March 2028
Convertible corporate notes640 910 8.25 %April 2024 - May 2025
Real estate loans
16,730 16,893 4.70 %
February 2027 - November 2029
Other loans
58 445 11.99 %
August 2026 - September 2026
Total notes payable42,946 46,946 
Deferred financing costs, net
(160)(185)
Discount on corporate note
(345)(414)
Total notes payable, net$42,441 $46,347 
__________________________________
(1) As of March 31, 2026.
Real Estate Loans
The terms of the loan agreements described below include, among other things, certain financial covenants, as defined in the respective loan agreements, including key financial ratios and liquidity requirements.
Gateway II HoldCo, LLC
In January 2023, the Company assumed a loan which is secured by the Company’s headquarters office building. The terms of the note require monthly principal and interest payments, with a balloon payment due at maturity. The loan has a fixed interest rate of 4.30% in effect through the maturity date in November 2029. The terms of the loan do not allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date. The terms of the loan agreement include covenant clauses, which require certain key financial ratios and liquidity be met. As of March 31, 2026 and December 31, 2025, the outstanding principal balance of the loan was $15.6 million. Upon assumption of the loan, the Company is required to abide by a clause in the agreement requiring the Company to transfer funds to a cash management account. As of March 31, 2026 and December 31, 2025, the Company is not aware of any non-compliance matters relating to its debt covenants.
Saddleback Ranch, LLC
In February 2025, the Company entered into a $1.2 million financing agreement which is secured by a deed of trust for the land owned by Saddleback Ranch, LLC. The financing agreement has a fixed interest rate of 10.00% through February 2026, then a fixed rate of 14.00% until maturity in February 2027. The financing agreement requires an interest only payment in February 2026, with all accrued interest added to the outstanding balance monthly. Beginning in February 2026, interest only payments are due quarterly, with the final interest and principal amount due upon maturity. The terms of the financing agreement do not allow the repayment of the outstanding balance in part prior to maturity, but does allow for the entire outstanding balance to be repaid at any time before the maturity date. As of March 31, 2026, the outstanding principal balance of the loan was $1.2 million.
Corporate Notes and Convertible Corporate Notes
The Company has entered into multiple general corporate financing arrangements with third parties. The arrangements are generally evidenced in the form of an unsecured promissory note and require monthly or quarterly interest-only payments through maturity. The loans generally have a 12-month or 36-month term, and may be extended upon the mutual agreement of the lender and the borrower. Management believes it can come to a mutual agreement with each lender to extend the maturities of the notes for an additional 12-month term.
As of March 31, 2026, the Company had 148 corporate notes outstanding, with an average outstanding principal balance of $0.2 million, interest rates ranging from 8.25% to 12.00%, with a weighted average interest rate of 11.06%, and maturity dates ranging from January 2024 to March 2028. At March 31, 2026, the corporate notes outstanding had an aggregate principal balance of
$26.2 million, of which $21.1 million of the corporate notes have matured or will mature within the 12-month period subsequent to May 13, 2026. Certain notes are past maturity and technically in default; however, the loan agreements do not provide creditors with rights or claims against the Company’s assets, nor would a default trigger liquidation of the Company. Management believes it will be able to negotiate waivers of default, including extensions of maturity dates or repayment schedules.
As of December 31, 2025, there were 178 individual corporate notes outstanding, with an average outstanding principal balance of $0.2 million, interest rates ranging from 8.25% to 12.00%, with a weighted average interest rate of 11.14%, and maturity dates ranging from January 2024 to March 2028.
The Company has issued corporate notes, generally convertible at $151.40 per common share, except for a secured promissory note issued to Mast Hill (the “Mast Hill Note”) in March 2025, which was convertible at $8.25 per common share, and was repaid in September 2025. Holders may convert all or part of their note principal balance at any time. As of March 31, 2026 and December 31, 2025, convertible corporate notes totaled $0.6 million and $0.9 million, respectively. During the three months ended March 31, 2026, $3.4 million of debt was converted into common and preferred stock.
Other Loans
The Company executed insurance premium financing agreements pursuant to which the Company financed certain annual insurance premiums with an aggregate outstanding balance of $0.1 million at March 31, 2026, primarily consisting of premiums for directors' and officers' insurance. The insurance premiums financing agreements have a weighted average interest rate of 11.99% and mature from August 2026 through September 2026.
Future Minimum Payments
The following table summarizes the scheduled principal repayments of the Company’s indebtedness as of March 31, 2026 (in thousands):
YearAmount
April 1, 2026 - December 31, 2026$21,378 
20273,510 
20283,366 
202914,692 
2030— 
Thereafter— 
Total$42,946 
Deferred Financing Costs
Amortization of deferred financing costs for the Company was $0.1 million for the three months ended March 31, 2026. Amortization of deferred financing costs for the Company was immaterial for three months ended March 31, 2025. There were no deferred financing cost write-offs during each of the three months ended March 31, 2026 and 2025.
Notes Payable of the Consolidated Funds
Notes payable of the consolidated funds consisted of the following as of March 31, 2026 and December 31, 2025, respectively (in thousands):
Notes PayableMarch 31, 2026December 31, 2025
Interest Rate (1)
Maturity date (1)
Real Estate Loans
Commons Fundco, LLC$31,621 $— 7.75%September 2028
Riverwalk (2)
14,750 14,750 7.92%September 2027
Southpointe Fundco, LLC1,050 1,050 11.99%September 2026
West Frontier Holdco, LLC5,038 5,055 6.35%February 2038
Total Real Estate Loans52,459 20,855 
Member notes12,924 12,924 10.00%September 2024 - September 2026
Total notes payable65,383 33,779 
Deferred financing costs, net(1,525)(174)
Real estate loan premium2,662 — 
Total notes payable, net$66,520 $33,605 
__________________________________
(1) As of March 31, 2026.
(2)     Includes Riverwalk 1 HoldCo, LLC, Riverwalk 2 HoldCo, LLC, Riverwalk 3 HoldCo, LLC, Riverwalk 4 HoldCo, LLC, Riverwalk 5 HoldCo, LLC, Riverwalk 6 HoldCo, LLC, and Riverwalk 7 HoldCo, LLC.
Real Estate Loans
The terms of the loan agreements described below include, among other things, certain financial covenants, as defined in the respective loan agreements, including key financial ratios and liquidity requirements. Unless otherwise noted below, the consolidated funds were in compliance with the required financial covenants as of March 31, 2026.
Commons Fundco

In March 2026, the consolidated fund entered into a modification of its existing mortgage loan secured by the 2nd Avenue Commons property. The loan had an outstanding principal balance of $34.4 million at the time of modification. The maturity date was extended to September 1, 2028, with one additional one-year extension option subject to certain performance conditions. In connection with the modification, the Company made a $2.8 million principal paydown, and the lender forgave $2.7 million of previously accrued default interest. The modification was not accounted for as a debt extinguishment and is treated as a continuation of the original loan. Accordingly, the carrying amount of the loan was adjusted to reflect the terms of the modification. The Company accounts for the forgiven default interest loan as a loan modification premium, which is included in “Real estate loan premium” in the accompanying table and is amortized as a reduction of interest expense over the remaining life of the loan using the effective interest method.

The loan bears interest at a variable rate equal to the greater of Term SOFR plus 3.50% or 7.00%, with monthly interest-only payments and all remaining principal due at maturity. The modification also includes an exit fee of 0.75% of the outstanding principal balance, payable upon repayment or maturity, and an upfront extension fee of approximately $0.3 million. In addition, the agreement provides for a discounted payoff option of $27.7 million, plus applicable fees, interest, and expenses, subject to certain conditions.

The modified agreement is subject to cash management provisions that may be triggered if certain performance thresholds are not met and is guaranteed by the Company.

Riverwalk
In October 2022, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of the Riverwalk properties located Scottsdale, Arizona. Through a forbearance agreement executed in December 2025, the loan has a variable interest rate per annum equal to SOFR plus 4.25%, with a floor rate of 6.50%, and matures in September 2027. The
forbearance agreement requires monthly interest-only payments and principal payments at various dates throughout the forbearance agreement term. The terms of the forbearance agreement require an exit fee, which is determined by the date the agreement is terminated. The exit fee will be incrementally accrued based upon the termination periods and recorded as interest expense. The loan is guaranteed by the Company.
Southpointe Fundco, LLC
In June 2022, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of a residential development property in Phoenix, Arizona. The loan initially had a fixed rate per annum equal to 9.99%. In May 2023, an extension agreement was executed with the lender, extending the maturity date to December 2023. In November 2023, an extension agreement was executed with the lender, extending the maturity date to March 2024 and amending the interest to a fixed rate of 11.99%. In February 2024, August 2024, March 2025, September 2025, and March 2026 extension agreements were executed with the lender, extending the maturity date to September 2024, March 2025, September 2025, March 2026, and September 2026, respectively. The terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty. The loan is guaranteed by an individual who is an affiliate of the Company.
West Frontier Holdco, LLC
In March 2023, the consolidated fund entered into a construction loan agreement which is secured by a deed of trust and assignment of rents of a multi-family residential property in Payson, Arizona. Upon completion of the construction project, subject to conditions in the agreement, the loan converts to a term loan. The loan requires interest-only payments until March 2025 and principal and interest payments until March 2028, at a fixed interest rate of 6.35%. In April 2028, the loan requires principal and interest payments until maturity in February 2038, at a rate of the five year Treasury Constant Federal Reserve Index plus 2.50%. The terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty. The loan is guaranteed by individuals who are affiliates of the Company. In April 2025, the loan was converted into a term loan with the interest rate, repayment schedule and prepayment terms remaining the same.
Member Notes
During 2022 and 2023, Riverwalk issued unsecured promissory notes to individual investors bearing interest at 10.0%. The notes have maturity dates ranging from September 2024 through September 2026 and require quarterly interest-only payments. The notes may be prepaid, in whole or in part, at any time prior to maturity without penalty. As of March 31, 2026, $5.5 million of the $7.3 million outstanding principal balance had matured and remained unpaid. The Company is actively working with note holders to satisfy these obligations, and no formal notices of default have been received. The notes continue to accrue interest at the stated rate of 10.0%. Accrued interest related to these notes in aggregate totaled $0.9 million as of March 31, 2026.

During 2022 and 2023, Southpointe Fundco, LLC issued unsecured promissory notes to individual investors bearing interest at 10.0%. The notes matured in September 2024 - September 2026 and required quarterly interest-only payments. As of March 31, 2026, the outstanding principal balance of $5.6 million had matured and remained unpaid. The Company is actively working with note holders to satisfy these obligations, and no formal notices of default have been received. The notes continue to accrue interest at the stated rate of 10.0%. Accrued interest related to these notes in aggregate totaled $0.7 million as of March 31, 2026.
Future Debt Maturities
As of March 31, 2026, the future aggregate principal repayments due on the consolidated funds notes payable are as follows (in thousands):
YearAmount
April 1, 2026 - December 31, 2026$18,767 
202710,066 
202831,690 
202974 
203079 
Thereafter4,707 
Total$65,383