v3.26.1
Mortgage Loans
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Mortgage Loans Notes Payable, Net
The Company’s Notes Payable, Net as of June 30, 2026 and December 31, 2025 were as follows (in thousands):
June 30, 2026December 31, 2025
15% notes payable
$31,829 $31,829 
13% notes payable
815 815 
12% notes payable
510 510 
Others2,422 2,522 
Notes payable with Stewards International Funds PCC9,900 3,000 
Total face value of long-term notes payable45,476 38,676 
Unamortized discount and debt issuance costs(4,093)(1,334)
Less current portion(2,622)(2,722)
Notes payable, long-term$38,761 $34,620 
From time to time, the Company enters into secured promissory note agreements with various parties. The proceeds from these arrangements are used primarily to support the Company’s short-term trade finance operations and general working capital needs. The secured promissory notes are collateralized by advance receivables of the Company. The terms and conditions of each note may vary depending on the nature of the transaction and the counterparties involved.

Future minimum principal payments as of June 30, 2026, are as follows (in thousands):

2026 - remainder$2,622 
2027— 
202832,954 
2029— 
20309,900 
$45,476 
Mortgage Loans
Plantation Mortgage Loan

In March 2026, in connection with the Plantation acquisition, the Company entered into a mortgage loan agreement for an aggregate principal amount of $4.0 million, which bears interest at a rate of 12.00% per annum and matures on March 11, 2029 (the "Plantation Mortgage Loan").

The Plantation Mortgage Loan requires monthly interest-only payments of $40 thousand, which commenced in April 2026, with the entire outstanding principal balance due at maturity. The loan may be prepaid at any time without penalty. The Plantation Mortgage Loan is secured by a first-priority mortgage lien on the acquired commercial property and contains customary covenants and default provisions.

Block 40 Mortgage Loan

In July 2025, in connection with the Block 40 acquisition, the Company assumed a mortgage loan for an aggregate principal amount of $84 million, which bears interest based upon the Secured Overnight Financing Rate (“SOFR”) plus a spread of 3.00% per annum and was scheduled to mature on June 1, 2026, with an option to extend one year, subject to certain conditions (the "Block 40 Mortgage Loan").

The Block 40 Mortgage Loan required variably monthly interest-only payments, with the entire outstanding principal balance due at maturity. The Block 40 Mortgage Loan was secured by a first-priority mortgage lien on the acquired commercial property and contains customary covenants and default provisions.

As of June 30, 2026, the Block 40 Mortgage Loan had an outstanding balance of $73.6 million and there was no outstanding accrued interest. The effective interest rate for the Block 40 Mortgage Loan was 6.86%.

On July 24, 2026, the Company refinanced the Block 40 Mortgage Loan that had reached its stated maturity date of June 1, 2026, by entering into a new credit facility with VMC CRE Master Lending Upper REIT LLC, consisting of a $69.0 million fully drawn senior mortgage loan (the "Senior Mortgage Loan") and a separate $10.0 million mezzanine loan at Block 40 Holdco LLC (the "Mezzanine Loan") (together, the Senior Mortgage Loan and the Mezzanine Loan are referred to herein as the "Block 40 Facility"). The proceeds from the Block 40 Facility were used to fully satisfy and retire the Block 40 Mortgage Loan.

The Mezzanine Loan was made to Block 40 Holdco LLC by 1818 Mezz Lender LLC under a mezzanine loan agreement dated July 24, 2026, and is secured by a pledge of the direct and indirect equity interests in Block 40 Property, LLC, the borrower under the Senior Mortgage Loan. The relative rights and remedies of the senior lender and the mezzanine lender are governed by an intercreditor agreement dated July 24, 2026. The Mezzanine Loan bears interest at one-month Term SOFR plus 12.00% per annum, subject to an all-in floor of 14.50% per annum (the margin reduces to 10.50% and the floor to 14.00% upon the Company making a specified reserve deposit), requires monthly interest-only payments commencing in September 2026, and matures in August 2028. The Mezzanine Loan is included in all global financial covenant tests under the Block 40 Facility.

The Senior Mortgage Loan bears interest at Term SOFR plus a spread of 3.50%, subject to an all-in floor rate of 7.00% per annum, which spread steps down to 3.00% and floor rate to 6.50% from and after the date the Company makes the replenishment deposit required under the loan agreement, and matures in August 2028, with three successive one-year extension options exercisable at the Company's option.

The Senior Mortgage Loan requires variable monthly interest-only payments, scheduled to commence in September 2026, with the entire outstanding principal balance due at maturity. The Senior Mortgage Loan is secured by a first-priority mortgage lien on the underlying real estate, features a lender-controlled cash sweep mechanism starting from day one, and is supported by a $19.8 million capped payment guaranty plus a carry guaranty. The Mezzanine Loan is included in all global financial covenant tests under the credit facility.

In accordance with ASC 470, since the Block 40 Mortgage Loan was successfully refinanced on a long-term basis prior to the issuance of these financial statements, the outstanding balance has been classified as non-current within the accompanying unaudited condensed consolidated balance sheet as of June 30, 2026.
Accordingly, the future principal maturities table below reflects the extended payment schedule under the modified terms of the refinancing agreement and is as follows as of June 30, 2026 (in thousands):

2028$73,625 
20294,000 
$77,625 
Interest Rate Cap

The Company previously had an interest rate cap related to the SOFR-based floating-rate senior mortgage assumed in connection with the July 2025 acquisition of Block 40, LLC and related entities. That cap, which limited the base-rate component of the mortgage loan to 4.0% per annum, expired on June 1, 2026.

Subsequent to June 30, 2026, on July 24, 2026, the Company, through Block 40 Property, LLC and Block 40 Holdco LLC, entered into two interest rate cap agreements with Goldman Sachs Bank USA. The caps have an aggregate notional amount of $79.0 million, limit one-month CME Term SOFR to 4.5%, and terminate on August 7, 2028. The aggregate stated premium was $360 thousand. The caps meet the definition of derivatives under ASC 815, Derivatives and Hedging, and will be recognized separately and measured at fair value at each reporting date after their effective date. Because the caps were entered into after June 30, 2026, they were not recognized in the accompanying unaudited condensed consolidated balance sheets as of that date.