UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2026

Commission File Number: 000-24003

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

State of Minnesota		41-1848181
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

30 East 7^th Street, Suite 1300 St. Paul, Minnesota 55101		(651) 227-7333
(Address of principal executive offices)		(Registrant’s telephone number)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
NONE		NONE		NONE

Securities registered pursuant to Section 12(g) of the Act:

	Limited Partnership Units
	(Title of class)

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, a 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.

☐ 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 Exchange Act). ☐ Yes ☒ No

As of July 31, 2026 there were 11,028.65 Units of limited partnership interest outstanding and owned by nonaffiliates of the registrant.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

INDEX


				Page
Part I – Financial Information

	Item 1.	Condensed Financial Statements (unaudited):

		Balance Sheets as of June 30, 2026 and December 31, 2025		3

		Statements for the Periods ended June 30, 2026 and 2025:

			Operations	4

			Cash Flows	5

			Changes in Partners’ Capital	6

		Condensed Notes to Financial Statements		7 - 8

	Item 2.	Management's Discussion and Analysis of Financial
			Condition and Results of Operations	9 - 12

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		12

	Item 4.	Controls and Procedures		13

Part II – Other Information

	Item 1.	Legal Proceedings		14

	Item 1A.	Risk Factors		14

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		14

	Item 3.	Defaults Upon Senior Securities		14

	Item 4.	Mine Safety Disclosures		14

	Item 5.	Other Information		14

	Item 6.	Exhibits		15

Signatures				15

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

BALANCE SHEETS

ASSETS

		June 30,		December 31,
		2026		2025
		(unaudited)
Current Assets:
Cash	$	452,752	$	472,903

Real Estate Investments:
Land		1,215,151		1,215,151
Buildings		3,777,826		3,777,826
Acquired Intangible Lease Assets		804,382		804,382
Real Estate Held for Investment, at Cost		5,797,359		5,797,359
Accumulated Depreciation and Amortization		(1,216,284)		(1,090,037)
Real Estate Held for Investment, Net		4,581,075		4,707,322
Total Assets	$	5,033,827	$	5,180,225

LIABILITIES AND PARTNERS' CAPITAL

Current Liabilities:
Payable to AEI Fund Management, Inc.	$	27,577	$	46,857
Distributions Payable		62,103		34,816
Unearned Rent		34,816		67,259
Total Current Liabilities		124,496		148,932

Partners’ Capital:
General Partner		(2,002)		1,657
Limited Partners – 24,000 Units authorized; 11,028.65 Units issued and outstanding as of 6/30/2026 and 12/31/2025		4,911,333		5,029,636
Total Partners' Capital		4,909,331		5,031,293
Total Liabilities and Partners' Capital	$	5,033,827	$	5,180,225

The accompanying Condensed Notes to Financial Statements are an integral part of these statements.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS

(unaudited)


		Three Months Ended June 30				Six Months Ended June 30
		2026		2025		2026		2025

Rental Income	$	96,728	$	108,787	$	193,457	$	219,843

Expenses:
Partnership Administration – Affiliates		16,189		16,859		34,565		37,727
Partnership Administration and Property Management – Unrelated Parties		16,187		20,275		44,610		55,097
Depreciation and Amortization		55,405		62,467		110,810		124,934
Total Expenses		87,781		99,601		189,985		217,758

Operating Income		8,947		9,186		3,472		2,085

Other Income:
Interest Income		2,012		3,751		3,928		9,125

Net Income	$	10,959	$	12,937	$	7,400	$	11,210

Net Income Allocated:
General Partner	$	258	$	353	$	222	$	336
Limited Partners		10,701		12,584		7,178		10,874
Total	$	10,959	$	12,937	$	7,400	$	11,210

Net Income per Limited Partnership Unit	$	0.97	$	1.12	$	0.65	$	0.95

Weighted Average Units Outstanding – Basic and Diluted		11,029		11,263		11,029		11,506

The accompanying Condensed Notes to Financial Statements are an integral part of these statements.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS

(unaudited)


		Six Months Ended June 30
		2026		2025
Cash Flows from Operating Activities:
Net Income	$	7,400	$	11,210

Adjustments to Reconcile Net Income To Net Cash Provided by Operating Activities:
Depreciation and Amortization		126,247		140,373
Increase (Decrease) in Payable to AEI Fund Management, Inc.		(19,280)		(13,710)
Increase (Decrease) in Unearned Rent		(32,443)		(10,380)
Total Adjustments		74,524		116,283
Net Cash Provided By Operating Activities		81,924		127,493


Cash Flows from Financing Activities:
Repurchase of Partnership Units		0		(271,858)
Distributions Paid to Partners		(102,075)		(138,440)
Net Cash Used For Financing Activities		(102,075)		(410,298)

Net Increase (Decrease) in Cash		(20,151)		(282,805)

Cash, beginning of period		472,903		914,846

Cash, end of period	$	452,752	$	632,041

The accompanying Condensed Notes to Financial Statements are an integral part of these statements.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

(unaudited)

		General Partner		Limited Partners		Total	Limited Partnership Units Outstanding

Balance, December 31, 2024	$	(13,646)	$	6,470,269	$	6,456,623	11,749.37

Distributions Declared		(2,077)		(67,143)		(69,220)

Net Loss		(17)		(1,710)		(1,727)

Balance, March 31, 2025	$	(15,740)	$	6,401,416	$	6,385,676	11,749.37

Distributions Declared		(2,035)		(65,799)		(67,834)

Repurchase of Partnership Units		(2,719)		(269,139)		(271,858)	(486.25)

Net Income		353		12,584		12,937

Balance, June 30, 2025	$	(20,141)	$	6,079,062	$	6,058,921	11,263.12


Balance, December 31, 2025	$	1,657	$	5,029,636	$	5,031,293	11,028.65

Distributions Declared		(2,018)		(65,241)		(67,259)

Net Loss		(36)		(3,523)		(3,559)

Balance, March 31, 2026	$	(397)	$	4,960,872	$	4,960,475	11,028.65

Distributions Declared		(1,863)		(60,240)		(62,103)

Net Income		258		10,701		10,959

Balance, June 30, 2026	$	(2,002)	$	4,911,333	$	4,909,331	11,028.65

The accompanying Condensed Notes to Financial Statements are an integral part of these statements.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

CONDENSED NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2026

(unaudited)

(1) Basis of Presentation -

The condensed financial statements included herein have been prepared by the registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of operations for the interim period, on a basis consistent with the annual audited financial statements. The adjustments made to these condensed financial statements consist only of normal recurring adjustments. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP) have been condensed or omitted pursuant to such rules and regulations, although the registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in the registrant’s latest annual report on Form 10‑K.

(2) Organization –

AEI Income & Growth Fund XXII Limited Partnership (the “Partnership”) was formed to acquire and lease commercial properties to operating tenants. The Partnership's operations are managed by AEI Fund Management XXI, Inc. (“AFM”), the Managing General Partner. The Estate of Robert P. Johnson serves as the Individual General Partner. AFM is a wholly owned subsidiary of AEI Capital Corporation (“ACC”). The Credit Trust fbo of Patricia Johnson and Patricia Johnson owned a majority interest in ACC, prior to the shares being equally transferred on March 10, 2026 to Marni Nygard and Paula Tillett. AEI Fund Management, Inc. (“AEI”), an affiliate of AFM, performs the administrative and operating functions for the Partnership.

Pursuant to Section 12.1(f) of the Partnership Agreement, the Managing General Partner can liquidate the Partnership upon the sale or other disposition of all or substantially all of its assets. The Managing General Partner has decided to begin the final liquidation process by disposing of its assets in accordance with the terms of the Partnership Agreement.

(3) Recently Adopted Accounting Pronouncements –

No new accounting standards issued or proposed by the Financial Accounting Standards Board are currently applicable to the Partnership or are expected to have a significant impact on the Partnership’s financial position, results of operations and cash flows.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

CONDENSED NOTES TO FINANCIAL STATEMENTS

(4) Payable to Related Party –

AEI Fund Management, Inc. performs the administrative and operating functions for the Partnership. The payable to AEI Fund Management represents the balance due for those services. This balance is non-interest bearing and unsecured and is to be paid in the normal course of business.

(5) Partners’ Capital –

For the six months ended June 30, 2026 and 2025, the Partnership declared distributions of $129,362 and $137,054, respectively. The Limited Partners were allocated declared distributions of $125,481 and $132,942 and the General Partner was allocated declared distributions of $3,881 and $4,112 for the periods ended June 30, 2026 and 2025, respectively. The Limited Partners' declared distributions represented $11.38 and $11.55 per Limited Partnership Unit outstanding using 11,029 and 11,506 weighted average Units for the six months ended June 30, 2026 and 2025, respectively. The declared distributions represented $0.65 and $0.95 per Unit of Net Income and $10.73 and $10.60 per Unit of return of capital for the six months ended June 30, 2026 and 2025, respectively.

During the six months ended June 30, 2026, the Partnership did not repurchase any Units from the Limited Partners.

On April 1, 2025, the Partnership repurchased a total of 486.25 Units for $269,139 from 21 Limited Partners in accordance with the Partnership Agreement. The repurchase increases the remaining Limited Partners' ownership interest in the Partnership. As a result of this repurchase and pursuant to the Partnership Agreement, the General Partner received distributions of $2,719 in the second quarter of 2025.

(6) Fair Value Measurements –

As of June 30, 2026 and December 31, 2025, the Partnership had no assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS.

This section contains "forward-looking statements" which represent management's expectations or beliefs concerning future events, including statements regarding anticipated application of cash, expected returns from rental income, growth in revenue, the sufficiency of cash to meet operating expenses, rates of distribution, and other matters. These, and other forward-looking statements, should be evaluated in the context of a number of factors that may affect the Partnership's financial condition and results of operations, including the following:

—

Market and economic conditions which affect the value of the properties the Partnership owns and the cash from rental income such properties generate;

—

the federal income tax consequences of rental income, deductions, gain on sales and other items and the effects of these consequences for the Partners;

—

resolution by the General Partner of conflicts with which they may be confronted;

—

the success of the General Partner of locating properties with favorable risk return characteristics;

—

the effect of tenant defaults; and

—

the condition of the industries in which the tenants of properties owned by the Partnership operate.

Application of Critical Accounting Policies

The Partnership’s financial statements have been prepared in accordance with US GAAP. Preparing the financial statements requires management to use judgment in the application of these accounting policies, including making estimates and assumptions. These judgments will affect the reported amounts of the Partnership’s assets and liabilities and the disclosure of contingent assets and liabilities as of the dates of the financial statements and will affect the reported amounts of revenue and expenses during the reporting periods. It is possible that the carrying amount of the Partnership’s assets and liabilities, or the results of reported operations, would be affected if management’s estimates or assumptions prove inaccurate.

Management of the Partnership evaluates the following accounting estimates on an ongoing basis, and has discussed the development and selection of these estimates and the management discussion and analysis disclosures regarding them with the Managing General Partner of the Partnership.

Carrying Value of Properties

Properties are carried at original cost, less accumulated depreciation and amortization. The Partnership tests long-lived assets for recoverability when events or changes in circumstances indicate that the carrying value may not be recoverable. For properties the Partnership will hold and operate, management determines whether impairment has occurred by comparing the property’s probability-weighted future undiscounted cash flows to its current carrying value. For properties held for sale, management determines whether impairment has occurred by comparing the property’s estimated fair value less cost to sell to its current carrying value. If the carrying value is greater than the net realizable value, an impairment loss is recorded to reduce the carrying value of the property to its net realizable value. Changes in these assumptions or analysis may cause material changes in the carrying value of the properties.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

Allocation of Expenses

AEI Fund Management, Inc. allocates expenses to each of the funds they manage primarily on the basis of the number of hours devoted by their employees to each fund’s affairs. They also allocate expenses at the end of each month that are not directly related to a fund’s operations based upon the number of investors in the fund and the fund’s capitalization relative to other funds they manage. The Partnership reimburses these expenses subject to detailed limitations contained in the Partnership Agreement.

Factors Which May Influence Results of Operations

The Partnership is not aware of any material trends or uncertainties, other than national economic conditions affecting real estate generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues and investment property value. However, due to current economic factors, higher interest rates, and inflation in the U.S. and globally, our tenants and operating partners may be impacted.

Results of Operations

For the six months ended June 30, 2026 and 2025, the Partnership recognized rental income of $193,457 and $219,843, respectively. In 2026, rental income decreased due to the sale of one property in July 2025. This was partially offset by rent increases on two properties effective July 2025 and September 2025. Based on the scheduled rent for the properties owned as of July 31, 2026, the Partnership expects to recognize rental income of approximately $389,000 in 2026.

For the six months ended June 30, 2026 and 2025, the Partnership incurred Partnership administration expenses from affiliated parties of $34,565 and $37,727, respectively. These administration expenses include costs associated with the management of the properties, processing distributions, reporting requirements and communicating with the Limited Partners. These expenses were lower in 2026, when compared to 2025, mainly due to lower costs associated with management of the properties. During the same periods, the Partnership incurred Partnership administration and property management expenses from unrelated parties of $44,610 and $55,097, respectively. These expenses represent direct payments to third parties for legal and filing fees, direct administrative costs, outside audit costs, taxes, insurance and other property costs. These expenses were lower in 2026, when compared to 2025, mainly due to fewer properties being managed as the Fund is in the final liquidation process.

For the six months ended June 30, 2026 and 2025, the Partnership recognized interest income of $3,928 and $9,125, respectively.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

Management believes inflation has not significantly affected income from operations. Leases may contain rent increases, based on the increase in the Consumer Price Index over a specified period, which will result in an increase in rental income over the term of the leases. Inflation also may cause the real estate to appreciate in value. However, inflation and changing prices may have an adverse impact on the operating margins of the properties' tenants, which could impair their ability to pay rent and subsequently reduce the Net Cash Flow available for distributions.

Liquidity and Capital Resources

During the six months ended June 30, 2026, the Partnership's cash balance decreased $20,151 as a result of distributions paid to the Partners in excess of cash generated from operating activities. During the six months ended June 30, 2025, the Partnership's cash balance decreased $282,805 as a result of distributions paid to Partners and cash used to repurchase Units in excess of cash generated from operating activities.

Net cash provided by operating activities decreased from $127,493 in 2025 to $81,924 in 2026 as a result of timing differences in the collection of payments from the tenants and payments of expenses, a decrease in rental income and a decrease in interest income, which was partially offset by a decrease in Partnership administration expenses.

The major components of the Partnership's cash flow from investing activities are investments in real estate and proceeds from the sale of real estate. During the six months ended June 30, 2026 and 2025, the Partnership did not complete any property acquisitions or property sales.

The Partnership's primary use of cash flow, other than investment in real estate, is distribution payments to Partners and cash used to repurchase Units. The Partnership declares its regular quarterly distributions before the end of each quarter and pays the distribution in the first week after the end of each quarter. The Partnership attempts to maintain a stable distribution rate from quarter to quarter. The Partnership may repurchase tendered Units on April 1st and October 1st of each year subject to limitations.

For the six months ended June 30, 2026 and 2025, the Partnership declared distributions of $129,362 and $137,054, respectively. Pursuant to the Partnership Agreement, distributions of Net Cash Flow are to be allocated 97% to the Limited Partners and 3% to the General Partner. Distributions of Net Proceeds of Sale are to be allocated 99% to the Limited Partners and 1% to the General Partner. The Limited Partners were allocated declared distributions of $125,481 and $132,942 and the General Partner was allocated declared distributions of $3,881 and $4,112 for the periods ended June 30, 2026 and 2025, respectively.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

The Partnership may repurchase Units from Limited Partners who have tendered their Units to the Partnership. Such Units may be acquired at a discount. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Partnership Agreement), would exceed 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership.

During the six months ended June 30, 2026, the Partnership did not repurchase any Units from the Limited Partners.

The continuing rent payments from the properties, together with cash generated from property sales, should be adequate to fund continuing distributions and meet other Partnership obligations on both a short-term and long-term basis.

Off-Balance Sheet Arrangements

As of June 30, 2026 and December 31, 2025, the Partnership had no material off-balance sheet arrangements that had or are reasonably likely to have current or future effects on its financial condition, results of operations, liquidity or capital resources.

ITEM 3. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES.

(a) Disclosure Controls and Procedures.

Under the supervision and with the participation of management, including its President and Chief Financial Officer, the Managing General Partner of the Partnership evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, the President and Chief Financial Officer of the Managing General Partner concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to management, including the President and Chief Financial Officer of the Managing General Partner, in a manner that allows timely decisions regarding required disclosure.

(b) Changes in Internal Control Over Financial Reporting.

Effective April 30, 2026, there was a transition of the principal financial officer role following the separation of the former Chief Financial Officer, Keith Petersen. Kristin Waddell was hired as the Chief Financial Officer effective May 4, 2026. There was no material change in the Partnership’s internal control over financial reporting as a result of this transition.

During the most recent period covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There are no material pending legal proceedings to which the Partnership is a party or of which the Partnership's property is subject.

ITEM 1A. RISK FACTORS.

Not required for a smaller reporting company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES & USE OF PROCEEDS.

(a) None.

(b) Not applicable.

(c) Pursuant to Section 7.7 of the Partnership Agreement, each Limited Partner has the right to present Units to the Partnership for purchase by submitting notice to the Managing General Partner during January or July of each year. The purchase price of the Units is equal to 90% of the net asset value per Unit, as of the first business day of January or July of each year, as determined by the Managing General Partner in accordance with the provisions of the Partnership Agreement. Units tendered to the Partnership during January and July may be repurchased on April 1^st and October 1^st, respectively, of each year subject to the following limitations. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Partnership Agreement), would exceed 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership. On April 1, 2025, the Partnership repurchased 486.25 Units. The Partnership did not repurchase any Units during the period ended June 30, 2026.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

31.1

Certification of President of General Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer of General Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of President and Chief Financial Officer of General Partner pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements 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.


Dated: August 13, 2026	AEI Income & Growth Fund XXII
	Limited Partnership
	By:	AEI Fund Management XXI, Inc.
	Its:	Managing General Partner



	By:	/s/ Marni J. Nygard
		Marni J. Nygard
		President
		(Principal Executive Officer)



	By:	/s/ Kristin R. Waddell
		Kristin R. Waddell
		Chief Financial Officer
		(Principal Accounting Officer)