UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN  
PROXY STATEMENT 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the  
Securities Exchange Act of 1934 
 

Check the appropriate box:

CNL STRATEGIC RESIDENTIAL CREDIT, INC.

(Exact name of registrant as specified in its charter)

Payment of Filing Fee (Check the appropriate box):

CNL STRATEGIC RESIDENTIAL CREDIT, INC.

CNL Center at City Commons

450 South Orange Avenue, Suite 1400

Orlando, Florida 32801

September 9, 2026

Dear Fellow Stockholders:

We invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of CNL Strategic Residential Credit, Inc. (“we,” “us,” “our,” and the “Company”), which will be held on November 18, 2026 at 2:00 p.m., Eastern Time, at the principal offices of the Company located at CNL Center at City Commons, 450 South Orange Avenue, 14^th Floor, Orlando, Florida, 32801.

At the Annual Meeting, you will be asked to consider and vote upon proposals relating to the election of five directors on our board of directors (the “Board”) and a proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026. The proposals you will be asked to consider at the Annual Meeting are detailed briefly below and are explained in more detail in the enclosed Notice of Annual Meeting and proxy statement. At the Annual Meeting, you will be asked to consider and vote upon the following proposals:

Whether or not you attend the Annual Meeting, it is important that your shares of common stock of the Company (the “Shares”) be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating, and returning the enclosed proxy card or voting instruction form in the enclosed envelope. If you attend the Annual Meeting, you can vote in person, even if you have previously submitted your proxy. Your vote and participation in the governance of the Company are very important to us.

On behalf of the Board, we would like to express our appreciation for your investment in the Company. We look forward to greeting as many of you as possible at the Annual Meeting. 

YOUR VOTE IS IMPORTANT

PLEASE SUBMIT YOUR PROXY PROMPTLY

Please help reduce corporate expenses by submitting your vote via the Internet at www.proxyvote.com.

CNL STRATEGIC RESIDENTIAL CREDIT, INC.

CNL Center at City Commons

450 South Orange Avenue, Suite 1400

Orlando, Florida 32801

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Important notice regarding the availability of proxy materials for the Annual Meeting. The Company’s Proxy Statement, the proxy card, and the Company’s Annual Report are available at www.proxyvote.com. If you plan on attending the Annual Meeting and voting your Shares in person, you will need to bring photo identification in order to be admitted to the Annual Meeting. To obtain directions to the Annual Meeting, please call the Company at 1-866-650-0650. 

By Order of the Board of Directors,

/s/ Bradley S. Yochum

Bradley S. Yochum

Secretary

Orlando, Florida

September 9, 2026

The use of cameras at the Annual Meeting is prohibited and will not be allowed into the meeting or any other adjacent areas, except by credentialed media. We realize that many mobile phones have built-in cameras; while these phones may be brought into the venue, the camera function may not be used at any time.

CNL STRATEGIC RESIDENTIAL CREDIT, INC.

CNL Center at City Commons

450 South Orange Avenue, Suite 1400

Orlando, Florida 32801

2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On November 18, 2026

PROXY STATEMENT

GENERAL

CNL Strategic Residential Credit, Inc. (the “Company”) has made these proxy materials available to you on the Internet or has delivered printed versions of these materials to you by mail in connection with the solicitation of proxies by the board of directors of the Company (the “Board”) for use at the 2026 Annual Meeting of Stockholders to be held on November 18, 2026, at 2:00 p.m., Eastern Time, and any postponements or adjournments thereof (the “Annual Meeting”). The Annual Meeting will be held at the Company’s principal offices located at CNL Center at City Commons, 450 South Orange Avenue, 14^th Floor, Orlando, Florida, 32801. You are invited to attend the Annual Meeting and requested to vote on the proposals described in this proxy statement (this “Proxy Statement”).

The Company’s proxy materials for the Annual Meeting, including, this Proxy Statement, the Notice of 2026 Annual Meeting of Stockholders (the “Notice of Annual Meeting”), and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2026 (the “Annual Report”), are first being sent or made available to stockholders on or about September 9, 2026.

Items of Business

The Company is requesting that stockholders vote on two proposals at the Annual Meeting:

Record Date

Only stockholders of record as of the close of business on September 8, 2026 (the “Record Date”) are entitled to receive notice of, to attend, and to vote at the Annual Meeting and all postponements and/or adjournments of the Annual Meeting. As of the Record Date, there were 1,349,604 issued and outstanding shares of common stock of the Company (the “Shares”) held by 196 holders of record. To the extent that Shares are held by a brokerage firm, bank and similar custodial organizations as beneficial owners on the Record Date, such beneficial owners can vote using the methods described below.

Proxy and Voting Procedures

Stockholders, regardless of class, are entitled to one vote for each Share held, and may vote in person at the Annual Meeting or by proxy in accordance with the instructions provided below.

Your vote is important. By authorizing a proxy promptly, you can save the Company the expense of a second mailing and/or additional solicitations by other means, including, in person and by telephone, facsimile, and email.

Voting by Stockholders of Record

If your Shares are registered directly in your name with the Company’s transfer agent, SS&C Technologies, Inc. (f/k/a DST Systems, Inc.), you are considered the stockholder of record with respect to those Shares, and the Notice of Annual Meeting and other proxy materials were furnished directly to you by the Company. If you are a stockholder of record, there are four ways to vote:

To request a printed set of the proxy materials for the Annual Meeting, stockholders of record should send a written request to the Company at the following address: CNL Strategic Residential Credit, Inc., CNL Center at City Commons, 450 South Orange Avenue, Suite 1400, Orlando, Florida, 32801, Attention: Bradley S. Yochum, Corporate Secretary. Each such request must set forth a good faith representation that the person making the request was the owner of Shares as of the close of business on the Record Date.

Voting by Beneficial Owners of Shares

If your Shares are held by a brokerage firm, bank and similar custodial organizations, the proxy materials were furnished to the organization that holds your Shares. If you are the beneficial owner of Shares of the Company, there are four ways you can vote:

You must bring a copy of the legal proxy to the Annual Meeting and request a ballot when you arrive. You must also bring valid picture identification, such as a driver’s license or passport. In order for your votes to be counted, you must hand both the copy of the legal proxy and your completed ballot to a Company representative to be provided to the inspector of election.

To request a printed set of the proxy materials, beneficial owners of Shares should send a written request to the organization that holds their Shares.

Quorum; Adjournments

The holders of at least a majority of the Shares entitled to vote at the Annual Meeting must be present at the Annual Meeting for a quorum for the transaction of business. Your Shares will be counted for purposes of determining if there is a quorum, if you:

If a quorum is not present, the chairman of the Annual Meeting may adjourn the Annual Meeting to a date not more than 120 days after the Record Date without further notice, other than announcement at the Annual Meeting, to solicit additional proxies. Any business that might have been transacted at the Annual Meeting as originally noticed may be transacted at any such adjourned meeting(s) at which a quorum is present.

Vote Required; Broker Non-Votes; Effect of Abstentions

Stockholders of Record

If you are a stockholder of record, your properly executed proxy received prior to the Annual Meeting, and not duly revoked, will be voted in accordance with your instructions marked thereon. However, if you sign and return a proxy card without giving specific voting instructions, then, the persons named as proxies will vote your Shares in the manner recommended by the Board on all matters presented in this Proxy Statement. With respect to any other business that may be properly presented for a vote at the Annual Meeting, the proxy holders will vote your Shares in such manner as they may determine in their discretion.

Beneficial Owners of Shares

If you are a beneficial owner of Shares held by a brokerage firm, bank and similar custodial organizations, you may instruct the organization that holds your Shares as to how to vote your Shares via the voting instruction form included with this Proxy Statement; all voting instruction forms timely received by the organization that holds your Shares, and not duly revoked, will be voted in accordance with the instructions marked thereon. However, if you do not provide your brokerage firm, bank and similar custodial organizations of your Shares with specific voting instructions, then, your Shares are referred to as “uninstructed shares;” and whether your broker or custodian has the discretion to vote such uninstructed shares on your behalf depends on the ballot item. Generally, the organization that holds your Shares may vote them in its discretion on “routine” matters, however the brokerage firm, bank and similar custodial organizations cannot vote uninstructed shares on “non-routine” matters, and will inform the inspector of election that it does not have the authority to vote on such matters with respect to your Shares. This is referred to as a “broker non-vote.”

Brokers and custodians cannot vote uninstructed Shares on your behalf in director elections. For your vote to be counted, you must submit your voting instruction form to your broker or custodian.

The following table summarizes the vote required for passage of each proposal, and the effect of abstentions and uninstructed shares held by a broker or custodian. While broker non-votes and abstentions will be included in the number of Shares counted as “present” at the Annual Meeting for purposes of determining whether a quorum is present, only “FOR” and “AGAINST” votes will be counted for purposes of determining the votes received in connection with each proposal. 

Revocation of Proxies

You may revoke your proxy and change your vote before the proxies vote your Shares at the Annual Meeting. You may change your vote using the Internet or telephone methods described herein, prior to the applicable cutoff time before the Annual Meeting, in which case only your latest Internet or telephone proxy will be counted.

Alternatively, you may revoke your proxy and change your vote by properly signing and returning a new form of proxy dated as of a later date, or by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy, unless you properly vote at the Annual Meeting, or specifically request that your prior proxy be revoked by delivering a written notice of revocation to the Company prior to the Annual Meeting at the following address: CNL Strategic Residential Credit, Inc., CNL Center at City Commons, 450 South Orange Avenue, Suite 1400, Orlando, Florida, 32801, Attention: Bradley S. Yochum, Corporate Secretary.

Information Regarding this Solicitation

The Company is paying all costs associated with the solicitation of proxies for the Annual Meeting. The Company has retained Broadridge Investor Communication Solutions, Inc. (“Broadridge”) to assist in the solicitation of proxies at a cost that the Company anticipates will not exceed $17,709 plus the reimbursement of Broadridge’s reasonable out-of-pocket expenses.

In addition, the Company must pay brokerage firms, banks and similar custodial organizations representing beneficial owners of Shares certain fees associated with forwarding the Notice of Annual Meeting to beneficial owners, forwarding printed proxy materials by mail to beneficial owners who specifically request them, and obtaining beneficial owners’ voting instructions. The Company will reimburse such persons for their reasonable expenses in so doing.

In addition to the solicitation of proxies by mail, proxies may be solicited by other means, including, in person and by telephone, facsimile, and email, by Broadridge and/or by directors, officers and employees of the Company, CNL Capital Markets, LLC, CNL Securities Corp., and/or affiliates of CNL Residential Credit Manager, LLC, the Company’s Advisor (the “Advisor”), and Balbec Capital Management, L.P., the Company's Sub-Advisor (the “Sub-Advisor” or “Balbec”), none of whom will receive any additional compensation for their services.

Notice of Internet Availability of Proxy Materials

In accordance with SEC regulations, the Company has made this Proxy Statement, the Notice of Annual Meeting and the Annual Report available to stockholders on the Internet. Stockholders may (i) access and review the Company’s proxy materials, (ii) authorize their proxies, as described in “Proxy and Voting Procedures,” above, and/or (iii) elect to receive future proxy materials by electronic delivery, via the Internet address provided below.

This Proxy Statement, the Notice of Annual Meeting and the Annual Report are available at www.proxyvote.com.

Electronic Delivery of Proxy Materials

Pursuant to the rules adopted by the SEC, the Company furnishes proxy materials by email to those stockholders who have elected to receive their proxy materials electronically. While the Company encourages stockholders to take advantage of electronic delivery of proxy materials, which helps to reduce the environmental impact of annual meetings and the cost associated with the physical printing and mailing of materials, stockholders who have elected to receive proxy materials electronically by email, as well as beneficial owners of Shares held by a broker or custodian, may request a printed set of proxy materials. Instructions on how to request a printed set of the proxy materials are provided in the section entitled “Proxy and Voting Procedures.”

Where to Obtain More Information

The Company makes available free of charge on its website, www.cnlstrategicresidentialcredit.com, its Annual Report as soon as reasonably practicable after the Company electronically files the Annual Report with the SEC. A copy of the Annual Report will be furnished to stockholders, without exhibits, at no charge, upon written request to the Company at its principal executive offices: CNL Center at City Commons, 450 South Orange Avenue, Suite 1400, Orlando, Florida 32801, Attention: Bradley S. Yochum, Corporate Secretary. Upon payment of a reasonable fee, stockholders may also obtain a copy of the exhibits to the Annual Report.

DIRECTORS, CORPORATE GOVERNANCE AND EXECUTIVE OFFICERS

Information about the Board, Director Nominees and Executive Officers

The Company operates under the direction of the Board, the members of which are accountable to the Company and its stockholders as fiduciaries. The Board is currently comprised of five directors, three of whom are independent directors (as defined in the Company’s charter (as may be amended, the “charter”)), and has established an audit committee (the “Audit Committee”) comprised of independent directors and may establish additional committees from time to time as necessary. The Board has retained the Advisor and the Sub-Advisor to manage the origination, acquisition, and dispositions of the Company’s investments, subject to the Board’s supervision. In considering nominations for its directors, the Board utilizes a diverse group of experiences, characteristics, attributes and skills that the Board believes enables a director to make a significant contribution to the Board, the Company and its stockholders. These experiences, characteristics, attributes and skills, which are more fully described below, include, but are not limited to, management experience, independence, financial expertise and experience serving as a director of other entities. The Board may also consider such other experiences, characteristics, attributes and skills as it deems appropriate, given the then-current needs of the Board and the Company. Although the Board does not have any formal policy regarding the amount of diversity needed on the Board, diversity is one of the factors considered by the Board in assessing the composition of the Board.

As provided in the Company’s bylaws (as may be amended, the “bylaws”), for so long as the Advisor and the Sub-Advisor act as investment advisors to the Company, CNL has the right to designate for nomination one director for election to the Board and Balbec has the right to designate for nomination one director for election to the Board. The Board must also include three independent directors jointly designated for nomination by CNL and Balbec after consultation with each other, subject to the approval of the nomination of such independent director designees by the Board; however, in the event of a vacancy among the independent directors, the remaining independent directors shall nominate replacements for such position.

The Company currently has a five-member board. The Board may change the number of directors, but not to fewer than three directors nor, unless the bylaws are amended, more than 11. The charter provides that a majority of the Company’s directors must be independent directors. The charter defines an independent director as a director who is not and has not for the last two years been associated, directly or indirectly, with the Advisor or the Sub-Advisor. A director is deemed to be associated with the Advisor or the Sub-Advisor if he or she owns any interest (other than an interest in the Company) in, is employed by, is an officer or director of, or has any material business or professional relationship with the Advisor, the Sub-Advisor or any of their respective affiliates, performs services (other than as a director) for the Company, or serves as a director or trustee for more than three REITs sponsored or advised by the Advisor or the Sub-Advisor. A business or professional relationship will be deemed material per se if the gross revenue derived by the director from the Advisor, the Sub-Advisor or any of their respective affiliates exceeds 5% of (1) the director’s annual gross revenue derived from all sources during either of the last two years or (2) the director’s net worth on a fair market value basis. An indirect relationship is defined to include circumstances in which the director’s spouse, parents, children, siblings, mothers- or fathers-in-law, sons- or daughters-in-law or brothers- or sisters-in-law is or has been associated with the Company, the Advisor, the Sub-Advisor or any of their respective affiliates. The charter requires that a director have at least three years of relevant experience and demonstrate the knowledge required to successfully acquire and manage the type of assets that the Company intends to acquire to serve as a director. The charter also requires that at all times at least one of the Company’s independent directors must have at least three years of relevant real estate experience. The charter and bylaws have been ratified by the Board, including a majority of the independent directors. Copies of the charter and bylaws are posted on the Company’s website at www.cnlstrategicresidentialcredit.com.

Each director will serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies. Although the number of directors may be increased or decreased, a decrease may not shorten the term of any incumbent director. Any director may resign at any time or may be removed by the stockholders upon the affirmative vote of stockholders entitled to cast at least a majority of all the votes entitled to be cast generally in the election of directors. The notice of a special meeting called to remove a director must indicate that the purpose, or one of the purposes, of the meeting is to determine if the director shall be removed. Except as provided in the charter or bylaws, unless there are no directors, in which case a vacancy on the Board may be filled by the stockholders, a vacancy on the Board may be filled only by the affirmative vote of a majority of the remaining directors, even if such majority is less than a quorum.

The Board will generally meet quarterly or more frequently, if necessary, in addition to meetings of any committees of the Board described below. The directors are not required to devote all of their time to the Company’s business and are only required to devote the time to the Company’s business as their duties may require. Consequently, in the exercise of their duties as directors, the directors will rely heavily on the Advisor and the Sub-Advisor and on information provided by the Advisor and the Sub-Advisor. The directors have a fiduciary duty to the Company’s stockholders to supervise the relationship between the Company, on the one hand, and the Advisor and the Sub-Advisor, on the other hand. The Board is empowered to approve the payment of compensation to directors for services rendered to the Company.

None of the members of the Board, the Advisor, the Sub-Advisor or any of their respective affiliates may vote or consent on matters submitted to the stockholders regarding (i) the removal of the Advisor, the Sub-Advisor, any director or any of their affiliates or (ii) any transaction between the Company and any of them. In determining the requisite percentage in interest required to approve such a matter, any shares owned by members of the Board, the Advisor, the Sub-Advisor and any of their respective affiliates will not be included.

The Company’s Directors

The Company operates under the direction of the Board. The Board is currently comprised of five directors, Chirag J. Bhavsar, Peter J. Troisi, Scott T. Boyd, Jack D. Howard, Jr., and Mark D. Linsz.

The following table sets forth certain information regarding the directors as of the date of this Proxy Statement.

The following sets forth biographical information concerning the individuals who are the directors. The biographical descriptions for each director include the specific experience, qualifications, attributes and skills that led to the conclusion by the Board that such person should serve as a director.

Interested Directors

Chirag J. Bhavsar, Chairman of the Board. Mr. Bhavsar serves as the Company’s Chief Executive Officer, President, and serves as chairman of the Board. Mr. Bhavsar also currently serves as Co-Chief Executive Officer and Co-President of CNL Financial Group, LLC (“CNL”). Mr. Bhavsar also currently serves as Chief Executive Officer of CNL Strategic Capital, LLC, a public, non-traded vehicle with a business strategy focused primarily on privately held companies managed by an affiliate of the Advisor. Mr. Bhavsar also currently serves as Chief Executive Officer and President of CNL Strategic Venture Partners, LLC managed by an affiliate of the Advisor. In addition, Mr. Bhavsar served as Chief Operating Officer and Chief Financial Officer for Corporate Capital Trust, Inc., a business development company, from January 1, 2017 until November 14, 2017. Mr. Bhavsar served as Chief Operating Officer from January 1, 2017 to April 9, 2018, Chief Financial Officer from January 1, 2017 to May 1, 2018, and as Chief Executive Officer and Chairman of the board of trustees from December 8, 2017 to April 9, 2018 of Corporate Capital Trust II, a business development company. Mr. Bhavsar has spent most of the past 15 years of his career with entities affiliated with CNL. Mr. Bhavsar has served in the roles of Executive Vice President, Chief Operating Officer, and Chief Financial Officer for Valley National Bank’s Florida Division, from 2015 to 2016, and as the Executive Vice President and Chief Financial Officer of its predecessor, CNLBancshares, Inc., from 2002 to 2015. Mr. Bhavsar is Chairman of the Board of Currency Exchange International Corp., which is a publicly traded company on the Toronto Stock Exchange. Mr. Bhavsar also currently serves as Director and President of Cogent Bank f/k/a Pinnacle Bank, which is a community bank based in Central Florida. Mr. Bhavsar received his Bachelor of Science in Accounting from the University of Florida in 1990, and received a Master of Science in Accounting from the University of Florida in 1991. Mr. Bhavsar also graduated from University of Virginia’s Banking School in 1993. He is a certified public accountant.

Mr. Bhavsar was selected as one of the directors because of his particular knowledge and experience in capital raising, particularly with regard to equity offerings and debt transactions, which strengthens the Board’ collective knowledge, capabilities and experience. In addition, the Company believes that Mr. Bhavsar’s experience is valuable to the Board in its oversight of regulatory and compliance requirements as well as its exercise of fiduciary duties to the Company and its stockholders. 

Peter J. Troisi, Director. Mr. Troisi serves as a director on the Board. Peter J. Troisi was appointed Chief Executive Officer of Balbec in April 2025 after having served as the Balbec’s President since 2023 and he is also a partner of Balbec. As Chief Executive Officer of Balbec, Mr. Troisi oversees all aspects of Balbec Capital and is a member of the Investment Committee. Since joining Balbec at inception in 2010, Mr. Troisi has held a number of roles with increasing responsibilities and has been a key driver in building out Balbec’s investment capabilities. Mr. Troisi initially worked with other Balbec partners at Max Recovery, a wholly owned subsidiary of Bear Stearns, from 2006 to 2009. Prior to joining Balbec, Mr. Troisi worked at PRA Group on their portfolio investment team. Mr. Troisi holds a Bachelor of Science in Economics from Siena College.

Mr. Troisi was selected as one of the directors because of his particular knowledge and experience in capital raising and the Company’s investment strategy and target assets through his experience guiding Balbec’s investment activities.

Independent Directors

Scott T. Boyd, Independent Director. Mr. Boyd serves as an independent director on the Board. In 1991, Mr. Boyd founded and currently serves as President of Boyd Development Corporation, a real estate development company based in Winter Garden, Florida. Boyd Development Corporation specializes in anchored retail shopping centers, multi-family projects, net-lease real estate, mixed-use, and land development projects. Prior to founding Boyd Development Corporation, Mr. Boyd worked in public accounting with Ernst & Ernst and Price Waterhouse from 1977 to 1982. He then joined CNL, where he held a series of positions, ultimately serving as President of CNL Properties, Inc. from 1987 to 1990. Mr. Boyd is actively involved in community and philanthropic organizations. He currently serves as the Orlando chair of the National Christian Foundation, is a member of the board of directors for Lift Orlando, and previously served as chair at The First Academy, a K-12 college preparatory school in Orlando, for 12 years. Mr. Boyd holds a Bachelor of Science in Accounting from North Park University in Chicago, Illinois.

Mr. Boyd was selected as one of the three independent directors because of his prior financial and real estate experience and expertise.

Mark D. Linsz, Independent Director. Mr. Linsz serves as an independent director on the Board. Mr. Linsz currently serves as co-founder and senior managing partner of My Next Season, an organization designed to help companies and individuals with career transitions. Mr. Linsz also serves as an independent director for CNL Strategic Capital, LLC. Mr. Linsz served as an independent trustee for Corporate Capital Trust II. Mr. Linsz also held a series of senior financial positions at Bank of America from 1998 to 2014, most recently serving as CFO Risk Executive from 2013 to 2014 and Corporate Treasurer from 2009 to 2013. Previously, Mr. Linsz served as Bank of America's Global Markets Risk Executive from 2007 to 2009 and as Chief Risk Officer for Europe, the Middle East, Africa and Asia from 2005 to 2008. Prior to 2005, Mr. Linsz also served as Bank of America's Capital Markets Risk Executive and Head of Compliance for the Global Corporate and Investment Bank. Mr. Linsz began his career with Chicago Research and Trading Group (“CRT”) in 1987. Prior to being purchased by NationsBank, he was the head of Market Risk for CRT and continued these responsibilities at NationsBanc-CRT until 1998. Mr. Linsz previously served on the board of directors of the Deposit Trust and Clearing Corporation from 2013 to 2014 and on the board of directors of BlackRock Corporation from 2009 to 2011. Mr. Linsz received a Bachelor of Arts from National Louis University. 

Mr. Linsz was selected as one of the three independent directors because of his prior board experience and financial expertise.

Jack D. Howard, Jr., Independent Director. Mr. Howard serves as an independent director on the Board. Mr. Howard has over four decades of experience in investment management, real estate, and legal advisory roles. Mr. Howard is also the Owner of JDH Investments, LLC, an investment firm focused on real estate, energy, and private company investments, which he has led since 2000, and JDH Asset Management, LLC, where he has provided family office investment advisory services since 2009. Previously, Mr. Howard was a Founding Partner, President, and General Counsel of First Capital Partners, Inc., a Dallas-based real estate investment company specializing in the acquisition and management of commercial properties and distressed mortgage debt from 1990 to 2000. He also co-founded Circa Capital Corporation, a hotel acquisition and management firm, where he served as principal from 1995 to 2000. Since 2022, Mr. Howard has served as the Chair, and since 2013, as an Investment Committee Member of the Kansas University Endowment Association. He is a former Chair (2010–2011) and National Board Member (2003–2012) of the Kansas University Alumni Association. Mr. Howard has also served on the board of the West District Improvement Company, a special purpose entity created by Kansas University to develop 60 acres of under-utilized land. Mr. Howard is a former President of The Austin Boys & Girls Club Foundation (2000–2005) and a former Board Member of The Boys & Girls Clubs of Austin (1996–2003). Mr. Howard holds a Doctor of Jurisprudence from the University of Texas at Austin and a Bachelor of Science in Accounting from the University of Kansas. He is a member of the State Bar of Texas and previously held the Certified Financial Planner™ designation.

Mr. Howard was selected as one of the three independent directors because of his prior board experience and financial and investment expertise.

The Company’s Executive Officers

The following persons serve as the Company’s executive officers in the following capacities. Unless otherwise noted, the address for each executive officer is c/o CNL Strategic Residential Credit, Inc., CNL Center at City Commons, 450 South Orange Avenue, Suite 1400, Orlando, Florida 32801:

Chirag J. Bhavsar has served as the Company’s Chief Executive Officer since March 12, 2025 and President since May 28, 2025. Mr. Bhavsar’s biographical information is included in this Proxy Statement under “—Our Directors.”

Tammy J. Tipton serves as the Company’s Chief Financial Officer and Treasurer. Ms. Tipton also currently serves as Chief Financial Officer and Interim Chief Operating Officer of CNL Strategic Capital, LLC, a public, non-traded vehicle with a business strategy focused primarily on privately held companies. Ms. Tipton also currently serves as Chief Financial Officer and Treasurer of CNL Strategic Venture Partners, LLC and Chief Financial Officer, Senior Vice President and Treasurer of CNL Healthcare Corp. the former advisor to CNL Healthcare Properties, Inc., a public, non-traded REIT. Ms. Tipton also has previously served as Chief Financial Officer, Senior Vice President and Treasurer of CHP II Advisors, LLC, since its inception on July 9, 2015, the advisor to CNL Healthcare Properties II, Inc., another public, non-traded REIT. Ms. Tipton previously served as the Chief Financial Officer and Treasurer of CNL Lifestyle Properties, Inc., another public non-traded REIT from May 2015 to December 2017, and served as Chief Financial Officer from March 2014 to December 2017, and as Senior Vice President from May 2015 to December 2017 of its advisor. She also served as Chief Financial Officer and Treasurer of CNL Growth Properties, Inc., another public, non-traded REIT, from September 2014 to October 2017. She served as Chief Financial Officer and Treasurer of Global Income Trust, Inc., another public, non-traded REIT, from September 2014 until its dissolution in December 2015. She serves as Chief Financial Officer and Senior Vice President of CNL where she oversees the strategic finance, accounting, reporting, budgeting, payroll and purchasing functions for CNL and its affiliates. Ms. Tipton also holds various other offices with other CNL affiliates. Ms. Tipton has served in various other financial roles since joining CNL in 1987. These roles have included regulatory reporting for 20 public entities and the accounting, reporting and servicing for approximately 30 public and private real estate programs. Ms. Tipton received a Bachelor of Science in accounting from the University of Central Florida. She is also a certified public accountant.

Bradley S. Yochum serves as the Company’s General Counsel and Secretary. Mr. Yochum also currently serves as General Counsel and Secretary of CNL Strategic Capital, LLC, a public, non-traded vehicle with a business strategy focused primarily on privately held companies. Mr. Yochum also currently serves as General Counsel and Secretary of CNL Strategic Venture Partners, LLC. Mr. Yochum also currently serves as General Counsel of CNL. Mr. Yochum joined CNL in 2012 and has previously served in various legal and compliance roles, including with the Managing Dealer, a broker-dealer and FINRA member, and Corporate Capital Trust, Inc. Mr. Yochum received a Master of Laws in Taxation Law from Villanova University in 2020, a Juris Doctor from the John Marshall School of Law in 2012 and Bachelor of Arts in Business from the University of Georgia in 2009. Mr. Yochum also holds his FINRA Series 7, 24 and 65 registrations and is a Certified Financial Planner™, a designation he has held since 2022. Mr. Yochum is licensed to practice law in Florida and is a member of The Florida Bar.

Director Compensation

Each independent director is entitled to receive a $25,000 annual fee for services as well as $4,000 per Board meeting attended, whether they participate by telephone or in person. Each independent director serving on the Audit Committee will receive $2,000 per Audit Committee meeting attended, whether they participate by telephone or in person. The chairman of the Audit Committee will receive an annual retainer of $10,000. Independent directors will also receive $2,000 per day for their participation in all meetings and other Company-related business outside of normally scheduled board of directors’ meetings. In addition to the annual fee and fee for meeting attendance, as applicable, the Company will reimburse the independent directors for any reasonable out-of-pocket expenses incurred for its service as a director. No additional compensation will be paid for attending the annual meeting. 

The table below sets forth the compensation received by each director from the Company for the fiscal year ended December 31, 2025:

Risk Oversight and Board Structure

Board Leadership Structure

The Company’s business and affairs are managed under the direction of the Board. Among other things, the Board sets broad policies for the Company and approves the appointment of the Advisor, the Sub-Advisor, the Advisor as the administrator (the “Administrator”) and the executive officers. The role of the Board, and of any individual director, is one of oversight and not of management of the Company’s day-to-day affairs.

The Board understands that there is no single, generally accepted approach to providing board leadership and that given the dynamic and competitive environment in which the Company operates, the appropriate leadership structure may vary as circumstances warrant. Under the bylaws, the Board may designate one of the directors as chair to preside over meetings of the Board and meetings of stockholders, and to perform such other duties as may be assigned to him or her by the Board. Presently, Mr. Bhavsar serves as Chairman of the Board and is an “interested person” by virtue of his professional association with CNL. The Company believes that it is in the best interests of stockholders for Mr. Bhavsar to serve as Chairman of the Board because of his significant experience in matters of relevance to the Company’s business. The Company believes that the Board's leadership structure is in the best interests of the Company and its stockholders. The Company also believes that this leadership structure creates a firm link between management and the Board and provides unified leadership for carrying out the Company’s strategic initiatives and business plans. The Board has determined that the composition of the majority independent director board is an appropriate means to address any potential conflicts of interest that may arise from the chair's status as an interested person of the Company. All of the independent directors play an active role on the Board. The independent directors compose a majority of the Board and will be closely involved in all material deliberations related to the Company. The Board believes that, with these practices, each independent director has equal involvement in the actions and oversight role of the Board and equal accountability to the Company and its stockholders. The independent directors are expected to meet separately as part of certain regular meetings of the Board. The independent directors may hold meetings at the request of any independent director.

Board Role in Risk Oversight

The Board plays an important role in the risk oversight of the Company. Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. Risk management is a broad concept comprising many disparate elements (for example, investment risk, issuer and counterparty risk, compliance risk, operational risk, and business continuity risk). The executive officers and the Advisor and the Sub-Advisor are responsible for the day-to-day management of the risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In this capacity, the Board (or a committee thereof) performs many tasks, including but not limited to, receiving regular periodic reports from the Company’s internal and external auditors and the Advisor and the Sub-Advisor (with respect to the Company’s business), approving acquisitions and dispositions and new borrowings as well as periodically reviewing and discussing with management the risks the Company faces. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed by the executive officers and the Advisor and the Sub-Advisor are adequate and functioning as designed.

The Audit Committee is specifically responsible, in consultation with management, the Company’s independent auditors and internal auditor, for the integrity of the Company's financial reporting processes and controls and valuation process. In executing this responsibility, the Audit Committee discusses policies with respect to risk assessment and risk management, including significant financial risk exposures and the steps management has taken to monitor, control and report on such exposures. As part of this process, the Audit Committee oversees the planning and conduct of an annual risk assessment that is designed to identify and analyze risks to implementing and executing the business strategy. The results of the risk assessment are then discussed with management and used to develop the Company’s annual internal audit plan.

The Board believes that this role in risk oversight is appropriate. The Company believes that it has robust internal processes in place and a strong internal control environment to identify and manage risks. However, not all risks that may affect the Company can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are beyond the control of the Company, the Advisor, the Sub-Advisor and other service providers.

The Board met one time for a regular quarterly meeting during 2025. Each of the directors attended the meeting of the Board held during 2025. The Company does not have a formal policy regarding director attendance at an annual meeting of Stockholders.

Committees of the Board

The Board may delegate many of its powers to one or more committees. The Company currently has one standing committee, the Audit Committee, which is comprised entirely of the three independent directors.

Audit Committee. The Audit Committee is composed of Messrs. Boyd, Howard and Linsz, each of whom meets the independence standards established by the SEC for audit committees. The Audit Committee operates under a written charter adopted by the Board. The Audit Committee assists the Board in overseeing:

Mr. Linsz serves as chairman of the Audit Committee. The Board has determined that Mr. Linsz is an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee operates pursuant to a written charter and meets periodically as necessary. A copy of the Audit Committee’s charter is available on the Company’s website: www.cnlstrategicresidentialcredit.com. The Audit Committee held three meetings during 2025. Each committee member attended all meetings of the Audit Committee held during 2025.

Other Board Committees. Currently, the Company does not have a nominating committee or a compensation committee. The Board is of the view that it is not necessary to have a nominating committee at this time because the Board is composed of only five members, a majority of whom are “independent” (as defined under the charter). The Board does not have a compensation committee because the Company is externally managed and does not have any employees. The Company does not separately compensate its executive officers for their services as officers. However, the compensation payable to the Advisor and the Sub-Advisor pursuant to an advisory agreement (the “Advisory Agreement”) and a sub-advisory agreement (the “Sub-Advisory Agreement”), respectively, have been separately approved by the Board.

Communications Between Stockholders and the Board

The Board welcomes communications from the Company’s stockholders. Stockholders may send communications to the Board or to any particular director to the following address: CNL Strategic Residential Credit, Inc., CNL Center at City Commons, 450 South Orange Avenue, Suite 1400, Orlando, Florida, 32801, Attention: Bradley S. Yochum, Corporate Secretary. Stockholders should indicate clearly the director or directors to whom the communication is being sent so that each communication may be forwarded directly to the appropriate director(s).

Committee Charters and Other Corporate Governance Documents

The Board has adopted corporate governance policies and procedures that the Board believes are in the best interest of the Company and its stockholders as well as compliant with the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC, more particularly:

The Audit Committee charter, the Whistleblower Policy and the Code of Business Conduct are available in the Corporate Governance section of the Investor Resources page of the Company’s website, www.cnlstrategicresidentialcredit.com, and will be sent to any stockholder who requests them from CNL Strategic Residential Credit, Inc., CNL Center at City Commons, 450 South Orange Avenue, Suite 1400, Orlando, Florida, 32801, Attention: Bradley S. Yochum, Corporate Secretary, (866) 650-0650.

Compensation Discussion and Analysis

The Company has no employees. The Company is managed by the Advisor pursuant to the Advisory Agreement. All of the Company’s executive officers are employees of the Advisor or one or more of its affiliates. The Advisor also provides administrative services to the Company under an administrative services agreement (the “Administrative Services Agreement”). In connection with its services, the Advisor has agreed to provide the Company with personnel to serve as the Company’s appointed officers. The Company’s appointed executive officers (who, while associated with the Advisor, serve on behalf of the Company) consist of the Company’s chief executive officer and president, chief financial officer and treasurer, and general counsel and secretary.

The Company has not paid, and does not intend to pay, any cash compensation to its executive officers and the Company does not currently intend to adopt any policies with respect thereto. The Company does not have agreements with any of its executive officers or any employees of the Advisor or its affiliates with respect to their compensation. Pursuant to the Advisory Agreement, the Company pays the base management fee to the Advisor, not to provide compensation to its executive officers, but to compensate the Advisor for the services it provides for the day-to-day management of the Company (50% of which is paid to the Sub-Advisor under the Sub-Advisory Agreement). No specific portion of the management fee is designated for use by the Advisor as compensation to its employees who are the Company’s executive officers, and the Company is not required to, and does not, separately reimburse the Advisor for compensation paid by the Advisor to the Company’s executive officers. Rather, the Advisor will determine the levels of base salary and cash incentive compensation that may be earned by the Company’s executive officers for services performed for the Advisor, based on the time required for the performance of the duties of the Advisor under the Advisory Agreement and such other factors as the Advisor may determine are appropriate. The Advisor will also determine whether and to what extent the Company’s executive officers will be provided with pension, deferred compensation and other employee benefits plans and programs for their services performed for the Advisor. The Advisor, the Sub-Advisor and their respective affiliates, including certain of the Company’s officers and some of the Company’s directors, will face conflicts of interest including conflicts that may result from compensation arrangements. The Advisor compensates the members of its team with incentive-based compensation, asset-based compensation and/or bonuses and awards which will vary based on the Advisor’s performance. The Advisor may choose to allocate any shares it acquires from the Company to one or more employees of the Advisor or its affiliates from time to time and in its sole discretion. The Company does not play any role in the Advisor’s determination of how it compensates the Company’s executive officers as the Company is not entitled to review or approve compensation decisions made by the Advisor under the terms of the Advisory Agreement or otherwise.

Accordingly, the Company does not have a compensation committee of the Board. The Audit Committee performs, to the extent that may be required, any duties typically delegated to a compensation committee of a board of directors. The Audit Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

No compensation committee exists, and no deliberations have occurred with respect to executive compensation, as no executive officers will receive any compensation for their service as executive officers.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. There are no shares subject to options that are currently exercisable or exercisable within 60 days of the offering. Unless otherwise indicated, all shares are owned directly and the indicated person has sole voting and investment power.

The following table shows certain information as of the Record Date, with respect to the beneficial ownership of the Shares by (i) each director and nominee, (ii) each executive officer, and (iii) all of the Company’s directors and executive officers as a group. As of the close of business on the Record Date, there were approximately 1,349,604 total Shares issued and outstanding consisting of 363,596 shares of Class FA common stock (“Class FA shares”) and 986,008 shares of Class E common stock (“Class E shares”). Unless otherwise indicated, to the Company’s knowledge, all persons named in the table below have sole voting power and sole investment power with respect to the Shares indicated as beneficially owned. In addition, unless otherwise indicated, the address for each person named below is c/o CNL Strategic Residential Credit, Inc., CNL Center at City Commons, 450 South Orange Avenue, Suite 1400, Orlando, Florida, 32801.

CONFLICTS OF INTEREST AND CERTAIN RELATIONSHIPS 
AND RELATED PARTY TRANSACTIONS

Policies Regarding Transactions with Certain Affiliates

Item 404 of the SEC’s Regulation S-K requires disclosure of any transaction between the Company and any related persons the amount of which exceeds the lesser of $120,000 and 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years, in which any related person had or will have a direct or indirect material interest. Related parties include any executive officers, directors, director nominees, beneficial owners of more than 5% of the Company’s voting securities, immediate family members of any of the foregoing persons, and any firm, corporation or other entity in which any of the foregoing persons is employed and in which such person has 10% or greater beneficial ownership interest.

In order to reduce or eliminate certain potential conflicts of interest, the charter contains restrictions and/or the Board has adopted written procedures, relating to (i) transactions between the Company and the Advisor, the Sub-Advisor or their respective affiliates and (ii) allocation of properties and loans among certain affiliated entities.

The Board, including a majority of the independent directors, will evaluate at least annually whether the compensation that the Company contracts to pay to the Advisor and the Sub-Advisor, and their respective affiliates, is reasonable in relation to the nature and quality of services performed and whether such compensation is within the limits prescribed by the charter. The Board, including a majority of the independent directors, supervises the performance of the Advisor and the Sub-Advisor and their respective affiliates and the compensation the Company pays to them to determine whether the provisions of its compensation arrangements are being carried out. This evaluation will be based on the factors set forth below, as well as any other factors deemed relevant by the independent directors:

In addition to the policies described above with respect to transactions between the Company and the Advisors or any of their affiliates, the Board has adopted a policy regarding the approval of any “related person transaction,” which is any transaction or series of transactions in which the Company or any of its subsidiaries is or are to be a participant, the amount involved exceeds $120,000, and a “related person” (as defined under SEC rules) has a direct or indirect material interest. Under the policy, a related person would need to promptly disclose to the general counsel any related person transaction and all material facts about the transaction. The general counsel would then assess and promptly communicate that information to the directors. Based on their consideration of all of the relevant facts and circumstances, the directors will decide whether or not to approve such transaction and will generally approve only those transactions that do not create a conflict of interest. If the Company becomes aware of an existing related person transaction that has not been pre-approved under this policy, the transaction will be referred to the directors which will evaluate all options available, including ratification, revision or termination of such transaction. The policy requires any director who may be interested in a related person transaction to recuse himself or herself from any consideration of such related person transaction.

Conflicts of Interest

The Company will be subject to conflicts of interest arising out of the Company’s relationship with CNL and Balbec, including the Advisor, the Sub-Advisor and their respective affiliates. Two members of the Board and the Company’s chief executive officer and chief financial officer are also executives of either CNL or Balbec and/or one or more of their affiliates. There is no guarantee that the policies and procedures adopted by the Company, the terms and conditions of the Advisory Agreement, the Sub-Advisory Agreement, or the policies and procedures adopted by the Advisor, CNL, Balbec and their affiliates will enable the Company to identify, adequately address or mitigate these conflicts of interest. Notwithstanding the foregoing, the Company believes the Company’s directors and officers, and the Advisors’ personnel will devote a sufficient amount of time to the Company’s business to fulfill their responsibilities to the Company. Pursuant to the charter, the Advisory Agreement and Sub-Advisory Agreement, transactions between the Company and the Advisors or their respective affiliates will be subject to approval by the Board, including a majority of the independent directors.

Some examples of conflicts of interest that may arise by virtue of the Company’s relationship with the Advisors, CNL and Balbec include:

Certain of the Company’s service providers and their respective affiliates may from time to time act as prime broker, dealer, custodian, depositary, registrar, administrator or distributor, in relation to, or be otherwise involved in, other accounts or other funds, vehicles or accounts established by parties other than the Advisor and/or Sub-Advisor, which may have similar investment objectives and strategies to the Company. It is, therefore, possible that any of them may, in the course of business, have potential conflicts of interests with the Company. Each will, at all times, have regard in such event to its obligations to the Company and will endeavor to ensure that such conflicts are resolved fairly. Such service providers, and their respective officers, employees and affiliates may from time to time provide other services to the Advisor and/or Sub-Advisor and/or be involved in other financial, investment or professional activities which may give rise to conflicts of interest with the Company, or which may conflict with the investment strategy being pursued by the Company.

The Advisor and/or Sub-Advisor will only select a service provider to perform services for the Company to the extent the Advisor and/or Sub-Advisor, or an affiliate thereof, has determined that doing so is appropriate for the Company given all surrounding facts and circumstances and is consistent with the Advisor’s and/or Sub-Advisor’s, as applicable, responsibilities under applicable law (including ERISA); provided, however, the Advisor and/or Sub-Advisor, as applicable, may consider various relevant factors and may not necessarily seek out the lowest-cost option when engaging such service providers as other factors or considerations may prevail over cost.

Further conflicts could arise once we and CNL, Balbec or their affiliates have made our respective investments. For example, if we enter into a joint venture with an Other CNL Account or an Other Balbec Account, the Company’s interests and the interests of such Other CNL Account or Other Balbec Account may conflict, for example when one joint venture partner seeks to sell the assets in the joint venture but the other joint venture partner does not. In such situations, the ability of the Sub-Advisor to recommend actions in the Company’s best interests might be impaired.

Certain Relationships with Affiliates

The following discussion sets forth the agreements that the Company has entered into with CNL, Balbec and/or their respective affiliates. The statements relating to the Advisory Agreement, Sub-Advisory Agreement, Administrative Services Agreement and an Expense Support and Conditional Reimbursement Agreement (the “Expense Support and Conditional Reimbursement Agreement”) set forth in this section are subject to and are qualified in their entirety by reference to all of the provisions of such agreements, copies of which are filed as exhibits with the SEC.

The Advisory Agreement

The Board at all times has oversight and policy-making authority, including responsibility for governance, financial controls, compliance and disclosure with respect to the Company. Pursuant to the Advisory Agreement, the Board has delegated to the Advisor the authority to source, evaluate and monitor the Company’s investment opportunities and make decisions related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, strategy and guidelines, policies and limitations, subject to oversight by the Board. The Company believes that the Advisor has sufficient staff and resources as of the date of this Proxy Statement so as to be capable of fulfilling the duties set forth in the Advisory Agreement.

Services

Pursuant to the terms of the Advisory Agreement, the Advisor is responsible for, among other things:

The above summary is provided to illustrate the material functions which the Advisor will perform for the Company and it is not intended to include all of the services which may be provided to the Company by the Advisor or third parties.

Management Fee, Total Return Incentive Fee and Expense Reimbursements

Management Fee. As compensation for its services provided pursuant to the Advisory Agreement, the Company will pay the Advisor a management fee that shall be calculated for each share class at an annual rate of (i) 1.25% of NAV for shares of Class A common stock (“Class A shares”), Class I common stock (“Class I shares”), Class D common stock (“Class D shares”) and Class T common stock (“Class T shares” and, collectively with the Class A shares, Class I shares and Class D shares, the “non-founder shares”), and (ii) 1.0% of NAV for the Class FA shares (the “founder shares”) in each case, per annum and payable monthly in arrears and before giving effect to any accruals for the management fee, distribution and stockholder servicing fees and total return incentive fee. No management fee will be payable with respect to Class E shares. The management fee for a certain month shall be calculated on a class-by-class basis based on the NAV for each applicable Share class at the end of that month and shall be due and payable no later than 30 calendar days following the end of the applicable month.

Total Return Incentive Fee. The Company will pay the Advisor the total return incentive fee that will be based on the total return to stockholders for each share class of the Company in any calendar year, payable annually in arrears. No total return incentive fee will be payable with respect to Class E shares. The total return incentive fee will be calculated and will accrue on a quarterly basis, to the extent that it is earned. The Company will perform a final reconciliation of the total return incentive fee calculation at the completion of each calendar year and the total return incentive fee will be due and payable to the Advisor no later than 90 calendar days following the end of the applicable calendar year. The total return incentive fee for each Share class is calculated as follows:

Annual Preferred Return. No total return incentive fee will be payable with respect to a particular share class for any calendar year in which the Total Return to Stockholders of such share class for such calendar year does not exceed 6%, which is referred to as the “Annual Preferred Return.”

Non-Founder Shares.

(A) 100% of the total return to stockholders payable with respect to the non-founder shares, calculated for each share class based on the total return to stockholders on non-founder shares, if any, that exceeds the Annual Preferred Return, but is less than or equal to 7.06% (the “non-founder breakpoint”) in any calendar year. This portion of the total return incentive fee is referred to as the “non-founder catch up.”

(B) 15% of the total return to stockholders with respect to each particular share class of non-founder shares, calculated for each share class based on the total return to stockholders on non-founder shares, if any, that exceeds the non-founder breakpoint.

Founder Shares.

(A) 100% of the total return to stockholders payable with respect to the founder shares, calculated for each share class based on the total return to stockholders on founder shares, if any, that exceeds the Annual Preferred Return, but is less than or equal to 6.86% (the “founder breakpoint”) in any calendar year. This portion of the total return incentive fee is referred to as the “founder catch up.”

(B) 12.5% of the total return to stockholders with respect to the founder shares, calculated for each share class based on the total return to stockholders on founder shares, if any, that exceeds the founder breakpoint.

Total Return to Stockholders. For purposes of calculating the total return incentive fee, the total return to stockholders means the investment return provided to stockholders, which will be calculated independently for each share class, and equals to, for all such shares outstanding during such applicable period, the sum of (i) the declared distributions per share over such applicable period plus (ii) change in NAV per share over the calendar year (or such other applicable period).

High Water Mark. For the purposes of calculating each total return to stockholders, the change in NAV is subject to a High Water Mark. The “High Water Mark” is equal to the highest asset value, for each share class of the Company since inception, adjusted to account for any stock dividend, stock split, recapitalization or any other similar change in the Company’s capital structure or for any special distributions, provided such adjustment is approved by the Board. If, as of each calendar year end, the NAV for the applicable share class is (A) above the High Water Mark, then, for such calendar year, the total return to stockholders calculation will include the increase in NAV for such share class in excess of the High Water Mark, and (B) below the High Water Mark, for such calendar year, (i) any increase in the per share NAV will be disregarded in the calculation of total return to stockholders for such share class while (ii) any decrease in the per share NAV will be included in the calculation of total return to stockholders for such share class. For the year ending December 31, 2025, the High Water Marks which will apply to the total return incentive fee calculation will be $24.75 for Class FA shares, $24.75 for Class A shares, $24.75 for Class T shares, $24.75 for Class D shares, and $24.75 for Class I shares.

Expense Reimbursement. Under the Advisory Agreement, subject to any reduction or deferral of such amounts required to be reimbursed pursuant to the Expense Support and Conditional Reimbursement Agreement with the Advisor and the Sub- Advisor, the Advisor is entitled to reimbursement of all costs and expenses incurred by it or its affiliates on behalf of the Company, including, without limiting the generality of the foregoing, costs eligible for reimbursement include for out-of-pocket costs and expenses the Advisor incurs in connection with the services it provides to the Company related to (1) legal, tax (including expenses related to tax advice), accounting, printing, mailing, distributing and subscription processing fees and other expenses attributable to the Company’s organization and preparation of the registration statement incurred by the Advisor (as described further below), (2) the actual cost of goods and services used by the Company and obtained from third parties, including fees paid to administrators, consultants, attorneys, technology providers and other services providers, and brokerage fees paid in connection with the origination, acquisition and/or sale of investments and securities, (3) expenses of acquiring, originating, managing and operating the Company’s investments, whether payable to an affiliate of the Advisor or a non-affiliated person, and (4) out-of-pocket expenses in connection with the selection, evaluation, structuring, acquisition, origination, financing and development of any assets, whether or not such investments are acquired. Such out-of-pocket costs and expenses will include expenses relating to compliance-related matters and regulatory filings relating to the Company’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the U.S. Commodity Futures Trading Commission (if applicable), reports, disclosures, and/or other regulatory filings of the Advisor and its affiliates relating to the Company’s activities) and any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the Company’s organizational documents. Nothing contained herein shall be construed to restrict the Company’s right to hire its own employees or to contract for services to be performed by third parties.

The Company does not reimburse the Advisor for compensation it pays to the executive officers or other “Advisor Expenses” as defined in the Advisory Agreement. The Advisor is responsible for the expenses related to any and all of its personnel who provide investment advisory services to the Company pursuant to the Advisory Agreement, including, without limitation, the salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel, and costs of insurance with respect to such personnel. The Company reimburses the Advisor and the Sub-Advisor, or their respective affiliates, for any organization and offering expenses associated with the offering of the Shares that they incur on behalf of the Company (including legal, accounting, printing, engraving, mailing and distribution costs, salaries of employees while engaged in sales activity, telephone and other telecommunications costs, all advertising and marketing expenses (including design and website expenses and the costs related to investor and broker-dealer sales meetings), reasonable bona fide due diligence expenses of the company and/or distribution participants supported by detailed and itemized invoices, expense reimbursements for actual costs incurred by employees of the Managing Dealer in the performance of wholesaling activities, technology or financial technology services charges, charges of transfer agents, registrars, trustees, subscription processing, escrow holders, depositories and experts, and fees, expenses and taxes related to the filing, registration and qualification of the sale of the Shares under federal and state laws but excluding upfront selling commissions, Managing Dealer fees and the distribution and stockholder servicing fee) as and when incurred.

Notwithstanding the foregoing, the Company’s reimbursement of any organization and offering expenses of the Advisor and the Sub- Advisor, or their respective affiliates, will be limited to 1.5% of the cumulative gross offering proceeds from the Company’s offerings. The Advisor and the Sub-Advisor will jointly and equally be responsible for the payment of the organization and offering expenses without recourse against or reimbursement by the Company unless and until, over time, the total organization and offering expenses paid to the Advisor and the Sub-Advisor and their respective affiliates do not exceed the 1.5% limit.

In addition to the management fees, the total return incentive fees and expense reimbursements, the Company has agreed to indemnify and hold harmless the Advisor and its affiliates performing services for the Company from specific claims and liabilities arising out of the performance of their obligations under the Advisory Agreement, subject to certain limitations.

The Sub-Advisor and Sub-Advisory Agreement

The Company and the Advisor have engaged the Sub-Advisor under the Sub-Advisory Agreement, pursuant to which the Sub-Advisor, subject to the Advisor’s oversight, will be responsible for fulfilling certain of the services the Advisor is obligated to provide the Company under the Advisory Agreement. Specifically, the Sub-Advisor is responsible for implementing the Company’s investment strategy, including the day-to-day monitoring and management of the Company’s assets, identifying potential opportunities for investments and exercising investment discretion with respect to the origination, acquisition and disposition of the Company’s investments or arranging for any issuance of mortgage-backed securities from pools of mortgage loans or mortgage-backed securities owned by the Company or any of its subsidiaries consistent with its business objectives and policies and in connection with any borrowings proposed to be undertaken by the Company. The Sub-Advisor is also responsible for investigating, selecting and engaging such persons as the Sub-Advisor deems necessary to the proper performance of its obligations under the Sub-Advisory Agreement. The Advisor retains ultimate responsibility for the performance of all of the matters entrusted to it under the Advisory Agreement. Pursuant to the Sub-Advisory Agreement, the Company will pay the Sub-Advisor 50% of the management fees and total return incentive fees earned under the Advisory Agreement. The Sub-Advisor can instruct the Company to pay its portion of the management fees or the total return incentive fees to the Sub-Advisor or to one of its designated affiliates. The term of the Sub-Advisory Agreement will continue so long as the Advisor remains the Company’s advisor pursuant to the Advisory Agreement and it may automatically be extended concurrently with the Advisory Agreement and upon approval of the Board. The Sub-Advisory Agreement may be terminated immediately (i) at the option of the Sub-Advisor upon a Change of Control of the Company or termination of the Advisory Agreement; (ii) by the Advisor for “cause” on 60 days’ written notice; or (iii) by the Sub- Advisor for a material breach of the agreement which remains uncured after 15 days’ written notice, the bankruptcy of the Advisor, or upon 60 days’ written notice by the Sub-Advisor. In the event the Sub-Advisory Agreement is terminated, the Sub-Advisor will be paid all accrued and unpaid fees and expense reimbursements payable to the Sub-Advisor prior to termination of the Sub-Advisory Agreement.

Under the Sub-Advisory Agreement, the Company is required to reimburse the Sub-Advisor for expenses reasonably incurred by the Sub-Advisor at the request of or on behalf of the Company or the Advisor, to the same extent as such expenses would be reimbursable to the Advisor under the Advisory Agreement had such expenses been incurred by the Advisor.

The Administrative Services Agreement

The Company has entered into an administrative services agreement (the “Administrative Services Agreement”) with the Administrator. Under the terms of the Administrative Services Agreement, the Administrator performs or oversees on behalf of the Company the performance of various administrative services that the Company requires. The Administrator will be subject to review and oversight of the Board. Without limiting the generality of the foregoing, the Administrator will:

For providing these services, facilities and personnel, the Company may pay third parties directly or reimburse the Administrator for the costs and expenses of third parties for services provided to the Company. The Administrator will not be reimbursed for administrative services performed by it for the Company’s benefit. The Administrator has a fiduciary responsibility to the Company pursuant to the Administrative Services Agreement.

The Administrative Services Agreement shall remain in effect for one year, and thereafter shall continue automatically for successive annual periods; provided that such continuance is specifically approved at least annually by the vote of a majority of the independent directors. The Administrative Services Agreement shall automatically terminate upon termination of the Advisory Agreement. The Administrative Services Agreement may be terminated without the payment of any penalty, by either party upon 60 days’ written notice. The decision to terminate or not renew the Administrative Services Agreement by the Company must be made by the Board. If the Administrative Services Agreement is terminated, the Company will pay the Administrator unpaid expense reimbursements, incurred prior to termination or non-renewal of the Administrative Services Agreement within 90 days after the effective date of such termination or non-renewal.

The Company will pay the Administrator an administrative services fee that shall be calculated at an annual rate of 0.25% per annum of the NAV for each share class. The administrative services fee is calculated and payable monthly in arrears and is calculated before giving effect to any accruals for the applicable management fees, distribution and stockholder servicing fees and/or total return incentive fees for such month. The Company has agreed to indemnify and hold harmless the Administrator, any sub-administrator and their affiliates from and against all damages, liabilities, costs and expenses incurred by such parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding arising out of the performance of their obligations under the Administrative Services Agreement, subject to certain limitations.

The Expense Support and Conditional Reimbursement Agreement

The Company has entered into the Expense Support and Conditional Reimbursement Agreement with the Advisor and the Sub- Advisor, pursuant to which each of the Advisor and the Sub-Advisor agrees to reduce the payment of management fees, total return incentive fees, certain other fees paid to affiliates of the Advisor and the Sub-Advisor, and the reimbursements of reimbursable expenses due to the Advisor and the Sub-Advisor under the Advisory Agreement and the Sub-Advisory Agreement, as applicable, to the extent that the Company’s annual regular cash distributions exceed the Company’s annual net operating income (with certain adjustments). The waiver of such fees and expenses that would otherwise be due to the Advisor and the Sub-Advisor reduces the Company’s related third-party expenses and allows the Company to use the income available to fund distributions from investment income or cash flow from operations from future periods.

The amount of such expense support is equal to the annual (calendar year) excess, if any, of (a) the distributions (as defined in the Expense Support and Conditional Reimbursement Agreement) declared and paid (net of the Company’s distribution reinvestment plan) to stockholders minus (b) the available operating funds (the “Expense Support Amount”). “Available operating funds” means net operating income, as determined under GAAP, including realized capital gains and realized capital losses, but excluding all Conditional Waiver Amounts, Expense Support Amounts, any non-cash income items or expenses and any distribution and stockholder servicing fees. The Expense Support Amount will be borne equally by the Advisor and the Sub-Advisor and will be calculated as of the last business day of the calendar year. The Expense Support Amount with respect to a period will in no event exceed the total of management fees and total return incentive fees and reimbursable expenses incurred for such period. Beginning on the date on which the Company commences operations and continuing until the Expense Support and Conditional Reimbursement Agreement is terminated, within 15 business days from the last business day of each full calendar month (and not any partial months) (each, an “Applicable Calendar Month”), the Company will deliver to the Advisor and the Sub-Advisor a notice specifying, on a per share class basis for each share class, the Conditional Waiver Amount (as defined below) for such Applicable Calendar Month.

Unless the Advisor or the Sub-Advisor, as applicable, within five business days from receipt of the notice, objects to the Conditional Waiver Amount included in such notice, the Advisor and the Sub-Advisor shall equally conditionally reduce the payment of fees and reimbursements of reimbursable expenses in an amount equal to the Conditional Waiver Amount; provided, however, that the Advisor and the Sub-Advisor shall not reduce management fees, total return incentive fees and reimbursements of reimbursable expenses to the extent that such reductions are estimated to cause the annualized (based on a 365-day year) aggregate amount of Conditional Waiver Amounts to exceed the Expense Support Amount for the calendar year in which the Applicable Calendar Month occurs. For purposes of the Expense Support and Conditional Reimbursement Agreement, the “Conditional Waiver Amount” means the aggregate estimated amount of per share class expense support required by the Company for the Applicable Calendar Month, but in no event will exceed the excess of (a) the sum of the distributions (as defined in the Expense Support and Conditional Reimbursement Agreement) declared and payable to stockholders of each share class over (b) the sum of the available operating funds attributable to each share class, in each case, for such Applicable Calendar Month. The initial term of the agreement is three years and automatically renews for successive one year terms, subject to the right of the Advisor and the Sub-Advisor, acting jointly, to terminate it upon written notice, except that once effective, the Advisor and the Sub-Advisor may not terminate their expense support obligations unless any party provides 120 days prior written notice to the other parties.

If, on the last business day of the calendar year, the annual (calendar year) year-to-date available operating funds exceeds the sum of the annual (calendar year) year-to-date distributions paid per share class (the “Excess Operating Funds”), the Company will pay to the Advisors an amount equal to the lesser of (a) such Excess Operating Funds and (b) the outstanding unreimbursed Expense Support Amounts, subject to certain conditions (the “Conditional Reimbursements”). The Company is obligated to make Conditional Reimbursements to the Advisor and the Sub-Advisor only when the Company has additional investment income or cash flow from operations after paying distributions, thus the Expense Support and Conditional Reimbursement Agreement serves as a mechanism for the Company to fund distributions with cash flow from operations from future periods. The Company’s obligation to make Conditional Reimbursements is subject to the following conditions and limitations: (a) the Company is required to make Conditional Reimbursements attributable to a particular share class only to the extent that such Conditional Reimbursements do not cause such share class’s other operating expenses (which means operating expenses the Company incurs excluding management fees, master servicing fees, total return incentive fees, administrative services fee, interest costs, financing fees and financing costs, any distribution and stockholder servicing fees, any organizational and offering expenses, Expense Support Amounts, investment related costs to diligence, invest, monitor or finance investments and brokerage commissions) (on an annualized basis (based on a 365-day year)), and net of any Conditional Waiver Amounts reduced by the Advisor and the Sub-Advisor for the Company’s benefit during the calendar year) to exceed 1.75% of the NAV attributable to such shares (on an annualized basis (based on a 365-day year)) after taking the Expense Support Amount attributable to such shares into account; (b) notwithstanding anything to the contrary in the Expense Support and Conditional Reimbursement Agreement, no Conditional Reimbursements shall be made if the per share class operating expense ratio (which is calculated by dividing the per share class operating expenses, less organizational and offering expenses, management and total return incentive fees owed to the Advisor and the Sub-Advisor, and interest expense, by the per share class net assets) at the time of such reimbursement payment is less than or equal to the per share class operating expense ratio at the time the Expense Support Amount was reduced by the Advisor and the Sub-Advisor, and to which such Conditional Reimbursement relates; (c) notwithstanding anything to the contrary in the Expense Support and Conditional Reimbursement Agreement, no Conditional Reimbursements of the Expense Support Amount allocable to a share class shall be made with respect to such share class if the effective distributions per share declared by the Company allocable to such share class at the time of such Conditional Reimbursements is less than the effective distributions per share allocable to such share class at the time the Expense Support Amount was made to which such Conditional Reimbursement relates; and (d) the Company’s obligation to make Conditional Reimbursements shall automatically terminate and be of no further effect three (3) years following the date which the Expense Support Amount was provided and to which such Conditional Reimbursement relates. Any such Conditional Reimbursements will be applied to the earlier Expense Support Amount provided by the Company, provided, however, that Conditional Reimbursements shall be applied first to unreimbursed Expense Support Amounts attributable to reimbursable expenses and next to unreimbursed Expense Support Amounts attributable to management fee and total return incentive fee. The Company will make such payments to the Advisor and the Sub-Advisor in cash (or, if sufficient cash is not available, other immediately available funds) as promptly as possible after the last business day of the calendar year, but in any event no later than 90 calendar days after the last day of such calendar year.

Affiliate Service Arrangements

The Company intends to engage in transactions with one or more businesses that are owned or controlled by Balbec, including the businesses described below. These businesses will, in certain circumstances, also enter into transactions with other counterparties of the Company. Balbec could benefit from these transactions and activities through current income and creation of enterprise value in these businesses. Furthermore, Balbec may from time to time encourage the Company’s third-party service providers to use other Balbec-affiliated service providers and vendors in connection with the Company’s business, and Balbec has an incentive to use third-party service providers who do so as a result of the indirect benefit to Balbec and additional business for the related service providers and vendors. No fees charged by these service providers and vendors will reduce or offset the management fee or total return incentive fee payable by the Company to the Advisor or the Sub-Advisor. Balbec, the Other Balbec Accounts and their affiliates and related parties will use the services of these Balbec affiliates, including at different rates. Although Balbec believes the services provided by its affiliates are equal or better than those of third parties, Balbec directly benefits from the engagement of these affiliates, and there is therefore an inherent conflict of interest.

Balbec-affiliated service providers and vendors, include, without limitation:

PRPA. PRPA is a subsidiary of Balbec. Under a master servicing agreement with PRPA, PRPA or its affiliate will receive the master servicing fee equal to an amount up to 0.25% per annum of gross asset value of the serviced assets, payable quarterly in arrears. PRPA provides services for the Company’s mortgage loans, MSRs and other assets, including (i) sourcing, performing due diligence and assisting in the acquisition of the Company’s assets, (ii) monitoring the performance of each unaffiliated mortgage servicer and maintaining appropriate records, (iii), as applicable, managing the loan modification, forbearance, foreclosure and other loss mitigation efforts, and (iv) the management and disposition of foreclosed properties and certain loan dispositions. In certain circumstances, PRPA may continue to receive certain fees after the Company has sold the relevant asset, either paid by the purchaser of such investment or paid at the investment level.

Southbridge. The Sub-Advisor may obtain certain legal and tax services from a law firm, Southbridge Law Group, P.C. (“Southbridge”), in connection with performing certain of its duties under the Sub-Advisory Agreement. Employees of Southbridge are also employed by affiliates of the Sub-Advisor. The Company will reimburse the Sub-Advisor for the costs and expenses it incurs in connection with the services it receives from Southbridge relating to the Company’s activities.

Bungalow. The Company will acquire the right to receive certain revenue streams relating to underlying mortgages within portfolios of residential MSRs through one or more related joint ventures (collectively, the “Bungalow JV”) with Bungalow Funding, LLC (together with its parent entity, Bungalow Residential, LLC, “Bungalow”), which is an affiliate of Balbec that is licensed and approved (including by Freddie Mac) to purchase and service MSRs. The Company will own all of the economic interests alongside Other Balbec Accounts in the Bungalow JV and Bungalow will be acting in a non-economic, controlling capacity. Certain other revenue streams relating to underlying mortgages with the MSR portfolio owned by Bungalow are expected to be purchased through contractual agreements by additional entities in which the Company will own all of the economic interests and Bungalow will be acting in a non-economic, controlling capacity (such entities, “Bungalow Holdcos”) that will receive the economics of the other revenue streams. The Company will have limited to no decision making authority with respect to the Bungalow Holdcos. Rather, the Company will rely on affiliates of the Sub-Advisor with respect to the management and decision making of the Bungalow Holdcos. Bungalow will engage third-party sub-servicers to handle loan servicing but will manage all other operations that it deems necessary or advisable to maintain its licenses and approvals.

In connection with the contractual agreements described above, the Company will fund cash to satisfy the purchase price of the MSRs. The Company and such Other Balbec Accounts will each also fund a portion of the amounts required to sit within Bungalow to satisfy regulatory capital requirements, and pay expenses including but not limited to tax, audit, legal and licensing fees. Bungalow will not charge any fees to the Company for servicing the Company’s and such Other Balbec Accounts’ assets. Expenses incurred by Bungalow and the Bungalow Holdcos (other than servicing fees) are not expected to be directly attributable to any particular underlying MSRs or cash streams, and therefore such expenses are expected to be pooled and subsequently apportioned among the Company and the Other Balbec Accounts in a manner as determined by Balbec to be fair and equitable in its sole, reasonable discretion.

Indemnification Agreements with Directors and Officers

The Company has entered into indemnification agreements with each of the directors and executive officers providing for the indemnification by the Company for certain liabilities and expenses incurred as a result of actions brought, or threatened to be brought, against the directors and executive officers in their capacities as such. Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling the Company for liability arising under the Securities Act, the Company has been informed that, in the opinion of the SEC and certain state securities regulators, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Initial Capitalization

The Company was capitalized through the purchase by the Advisor of 4,000 Class E shares for an aggregate purchase price of $100,000 and by Balbec Capital Holdings, L.P. of 4,000 Class E shares for an aggregate purchase price of $100,000 on March 26, 2025. On July 31, 2025, the Advisor acquired an additional 96,000 Class E shares for an aggregate purchase price of $2,400,000 and Balbec Capital Holdings, L.P. acquired an additional 96,000 Class E shares for an aggregate purchase price of $2,400,000. These shares were offered and sold in reliance upon the available exemptions from registration requirements of Section 4(a)(2) of the Securities Act. From time to time, such affiliates of CNL and Balbec may request that the Company repurchase their Class E shares in accordance with the Company’s share repurchase plan.

Competition for Management Time

Messrs. Bhavsar and Troisi, who serve as members of the Board, and Mr. Bhavsar and Ms. Tipton, who serve as certain of the executive officers, engage in the management of other business entities and investments and in other business activities, including activities associated with the Company’s affiliates. All of these individuals devote only as much of their time to the Company’s business as they, in their judgment, determine is reasonably required, which could be substantially less than their full time. The amount of time these individuals devote could be impacted by and commensurate with the level of the Company’s operating activity which will be impacted by the amount of funds raised from this offering and the subsequent acquisitions. These individuals may experience conflicts of interest in allocating management time, services, and functions among the Company and the various entities, investor programs (public or private) and any other business ventures in which any of them are or may become involved.

Managing Dealer

Under the Company’s private offering of shares of common stock (the “Private Offering”) exempt from the registration requirements pursuant to Rule 506(c) under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), the Company shall pay to CNL Securities Corp. (the “Managing Dealer”), an affiliate of the Advisor, a selling commission of up to 6.00% and pay the Managing Dealer a fee of up to 2.50% of the sale price for each Class A share sold in this offering. The Company will pay a selling commission of up to 3.00% and pay the Managing Dealer a fee of up to 1.75% of the sale price for each Class T share sold in this offering. The Company will not pay a selling commission or a Managing Dealer fee with respect to Class E shares, Class FA shares or Class I shares. The Company pays the distribution and stockholder servicing fee to the Managing Dealer, subject to certain limits, on the Class T shares sold in this offering (excluding Class T shares sold through the distribution reinvestment plan and those received as share distributions) in an annual amount equal to 1.00% of the Company’s current NAV per share, as disclosed in the Company’s periodic or current reports, payable on a monthly basis. The Advisor also provides the Company with certain administrative services under the Administrative Services Agreement. The Company may pay third parties directly or reimburse the costs or expenses of third parties paid by the Administrator for providing the Company with certain administrative services.

Payments to Related Parties

No related party fees and expenses were incurred for the year ended December 31, 2025. No amounts due to related parties were recorded as of December 31, 2025.

Indemnification

The Advisory Agreement and the Sub-Advisory Agreement provide certain indemnification to the Advisor and Sub-Advisor, and their respective officers managers, partners, members, agents, employees, controlling persons, stockholders and any other person or entity affiliated with the Advisor or Sub-Advisor. The managing dealer agreement provides certain indemnification to the extent permitted by applicable federal and state law (including, but not limited to federal and state securities laws) to the Managing Dealer and each distribution participant, and their respective officers, directors, partners, employees, associated persons, agents and control persons. In addition, the charter provides certain indemnifications to its officers, directors, agents, and certain other persons. As of December 31, 2025, management believed that the risk of incurring of any losses for such indemnification was remote.

Delinquent Section 16(a)

Section 16(a) of the Exchange Act requires the Company’s officers and director, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors and greater than ten percent stockholders also are required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Based solely upon a review of the copies of such statements furnished to the Company, and on written representations from the reporting persons, the Company believes that all Section 16(a) filing requirements applicable to the Company’s directors and officers were timely met during 2025, except that one Form 3 that was filed on behalf of Mr. Troisi on September 9, 2025, should have been filed by August 14, 2025, and one Form 3 that was filed on behalf of Mr. Boyd on September 16, 2025, should have been filed by August 14, 2025.

ADVISOR AND ADMINISTRATOR, SUB-ADVISOR, AND 
MANAGING DEALER/PLACEMENT AGENT

Set forth below are the names and addresses of the Advisor and the Administrator, the Sub-Advisor, and the Managing Dealer/Placement Agent:

PROPOSALS

Overview of Proposals

This Proxy Statement contains two proposals requiring stockholder action:

Each proposal is discussed in more detail below.

Proposal No. 1 – Election of Director

The Board has nominated five directors, Chirag J. Bhavsar, Peter J. Troisi, Mark D. Linsz, Scott T. Boyd, and Jack D. Howard, Jr., to be re-elected to serve as the Company’s directors until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Messrs. Chirag J. Bhavsar, Peter J. Troisi, Mark D. Linsz, Scott T. Boyd, and Jack D. Howard, Jr. have consented to serving as the nominees, being named in this Proxy Statement, and serving on the Board if elected. Messrs. Chirag J. Bhavsar, Peter J. Troisi, Mark D. Linsz, Scott T. Boyd, and Jack D. Howard, Jr. are not being proposed for election pursuant to any agreement or understanding between them and the Company.

Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed by stockholders on the proxy cards or, if no direction is given, “FOR” the election of the nominees, Messrs. Chirag J. Bhavsar, Peter J. Troisi, Mark D. Linsz, Scott T. Boyd, and Jack D. Howard, Jr. In the event that any of Messrs. Chirag J. Bhavsar, Peter J. Troisi, Mark D. Linsz, Scott T. Boyd, and Jack D. Howard, Jr. should become unable to serve because of an event not now anticipated or decline to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote for such other nominees as may be proposed by the Board. The Board has no reason to believe that Messrs. Chirag J. Bhavsar, Peter J. Troisi, Mark D. Linsz, Scott T. Boyd, and Jack D. Howard, Jr. will be unable or unwilling to serve.

Vote Required

Approval of Proposal No. 1 requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting, provided that a quorum is present. The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter constitutes a quorum. Abstentions and broker non-votes, if any, will be counted for purposes of determining the presence of a quorum, but will not be treated as votes cast and will have no effect on the outcome of this proposal.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”

THE ELECTION OF THE DIRECTORS

CHIRAG J. BHAVSAR, PETER J. TROISI, MARK D. LINSZ, SCOTT T. BOYD, AND JACK D. HOWARD, JR.

Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The Board and Audit Committee have re-appointed KPMG LLP, 620 S. Tryon Street, Suite 1000, Charlotte, NC 28202, as the Company’s independent registered public accounting firm and as auditors of the Company’s consolidated financial statements for 2026. KPMG LLP has served as the Company’s independent registered public accounting firm since 2025.

At the Annual Meeting, the stockholders are being asked to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026. The Company is not required to have the stockholders ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm; however, the Company is doing so because it believes it is a matter of best corporate practices. In the event of a negative vote on such ratification, the Audit Committee will reconsider the appointment. However, the Board may nevertheless elect to retain KPMG LLP. Even if this appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year, if the Audit Committee determines that such a change would be in the best interests of the Company. Representatives of KPMG LLP are not expected to be present at the Annual Meeting, but will have the opportunity to make a statement if they desire to do so, and will be available to respond to questions.

Fees to Auditors

The following table shows the audit fees and non-audit related fees incurred or paid to KPMG LLP for professional services performed for the Company’s fiscal year ended December 31, 2025.

FOOTNOTE:

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm

The Company maintains an auditor independence policy that, among other things, mandates that the Audit Committee review, negotiate and approve in advance the scope of work, any related engagement letter and the fees to be charged by the independent registered public accounting firm for audit services and permissible non-audit services for the Company, and for permissible non-audit services for the Company’s investment advisers and any affiliates thereof that provide services to the Company, if such non-audit services have a direct impact on the operations or financial reporting of the Company. All of the audit and non-audit services described above for which fees were incurred by the Company for the fiscal year ended December 31, 2025, were pre-approved by the Audit Committee in accordance with its pre-approval policy.

Audit Committee Report

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

As part of its oversight of the Company’s financial statements, the Audit Committee reviewed and discussed with both management and the Company’s independent registered public accounting firm the Company’s financial statements filed with the SEC for the fiscal year ended December 31, 2025. Management advised the Audit Committee that all financial statements were prepared in accordance with accounting principles generally accepted in the United States of America and reviewed significant accounting issues with the Audit Committee. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the standards of the Public Company Accounting Oversight Board (United States).

The Audit Committee has pre-approved, in accordance with its pre-approval policy, the permitted audit, audit-related, tax, and other services to be provided by KPMG LLP, the Company’s independent registered public accounting firm in order to assure that the provision of such service does not impair the firm’s independence.

Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval in accordance with its pre-approval policy, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee has delegated pre-approval authority to the Audit Committee Chair, Mark D. Linsz, who will report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by KPMG LLP to management.

The Audit Committee received and reviewed the written disclosures from KPMG LLP required by the applicable Public Company Accounting Oversight Board rule regarding the independent registered public accounting firm’s communications with audit committees concerning independence and has discussed with KPMG LLP its independence. The Audit Committee has reviewed the audit fees paid by the Company to KPMG LLP. It has also reviewed non-audit services and fees to assure compliance with the Company’s and the Audit Committee’s policies restricting KPMG LLP from performing services that might impair its independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the financial statements as of and for the year ended December 31, 2025 be included in the Annual Report for filing with the SEC. The Audit Committee also recommended the appointment of KPMG LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.

Required Vote

Approval of Proposal No. 2 requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting, provided that a quorum is present. The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter constitutes a quorum. Abstentions will be counted for purposes of determining the presence of a quorum, but will not be treated as votes cast and will have no effect on the outcome of this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF

KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM OF THE COMPANY FOR FISCAL YEAR 2026.

DEADLINES TO SUBMIT PROPOSALS FOR CONSIDERATION OR TO

NOMINATE DIRECTORS AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

Requirements for Stockholder Proposals to Be Considered for Inclusion in the Company’s Proxy Materials.

Proposals that a stockholder intends to present at the Company’s 2027 annual meeting of Stockholders (the “2027 Annual Meeting”) and wishes to be considered for inclusion in the Company’s proxy statement and form of proxy for the 2027 Annual Meeting must be received no later than the close of business (5:00 p.m., Eastern Time) on May 12, 2027. All proposals must comply with SEC Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals must be delivered to the Corporate Secretary of the Company by mail at the address provided below. As the rules of the SEC make clear, simply submitting a timely proposal does not guarantee that the proposal will be included in the Company’s proxy statement and form of proxy for the 2027 Annual Meeting.

Requirements for Other Stockholder Proposals to Be Brought Before the 2027 Annual Meeting of Stockholders and Director Nominations.

Pursuant to the provisions of the bylaws, notice of any proposal that a stockholder intends to present at the 2027 Annual Meeting, but does not intend to have included in the Company’s proxy statement and form of proxy for the 2027 Annual Meeting, as well as any director nominations, must be delivered to the Company’s Corporate Secretary by mail at the address provided below, must be received by the Corporate Secretary of the Company at the address provided below not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of mailing of the Notice of Annual Meeting for the 2026 Annual Meeting of Stockholders. Accordingly, any notice given by a stockholder pursuant to these provisions of the charter must be received no earlier than April 12, 2027, and not later than 5:00 p.m., Eastern Time, on May 12, 2027. However, if the 2027 Annual Meeting is advanced by more than 30 days or delayed by more than 60 days from the first anniversary of the date of the 2026 Annual Meeting, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of the 2027 Annual Meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. To be in proper form, the notice must be submitted by a stockholder of record and must include the information required by the bylaws with respect to each director nomination or proposal that the stockholder intends to present at the 2027 Annual Meeting. If you are a beneficial owner of Shares held by a broker or custodian, you should contact the organization that holds your Shares for information about how to register your Shares directly in your name as a stockholder of record.

In addition to satisfying the notice requirements under the charter, any stockholder who intends to solicit proxies in support of director nominees other than management’s nominees must comply with the additional requirements of Rule 14a-19(b) under the Exchange Act, including providing a statement that such stockholder intends to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares entitled to vote on the election of directors in support of director nominees other than management’s nominees at least 60 days before the anniversary of the prior year’s annual meeting. If the 2027 Annual Meeting is changed by more than 30 calendar days from the first anniversary of the 2026 Annual Meeting, stockholders must comply with the additional requirements of Rule 14a-19(b) under the Exchange Act no later than the later of 60 calendar days prior to the date of the 2026 Annual Meeting or the 10th calendar day following the day on which public announcement of the date of the 2027 Annual Meeting is first made.

Notices of intention to present proposals at the 2027 Annual Meeting and/or director nominations must be addressed to: CNL Strategic Residential Credit, Inc., CNL Center at City Commons, 450 South Orange Avenue, Suite 1400, Orlando, Florida, 32801, Attention: Bradley S. Yochum, Corporate Secretary. The Company will not consider any proposal or nomination that is not timely. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with or otherwise does not meet the bylaws or SEC requirements for submitting a proposal or nomination, or other applicable requirements, a stockholder who wishes to submit a proposal or nomination is encouraged to seek independent counsel about the bylaws and SEC requirements.

Elimination of Duplicative Annual Meeting Materials

Some banks, brokers and other nominee record holders may be “householding” the Company’s proxy statements and annual reports. This means that only one copy of the Proxy Statement or annual report to stockholders may have been sent to multiple stockholders in one household. The Company will promptly deliver a separate copy of either document to stockholders who write or call the Company at the following address or telephone number: CNL Strategic Residential Credit, Inc., CNL Center at City Commons, 450 South Orange Avenue, Suite 1400, Orlando, Florida, 32801, Attention: Bradley S. Yochum, Corporate Secretary, telephone: (866) 650-0650. Stockholders wishing to receive separate copies of the Proxy Statement or annual report to stockholders in the future, or stockholders currently receiving multiple copies of the Proxy Statement or the annual report who would prefer that a single copy of each be delivered, should contact their bank, broker or other nominee record holder or Broadridge Investor Communications Solutions, Inc. at 51 Mercedes Way, Edgewood, NY 11717.

OTHER BUSINESS

The Board is not aware of any other matters that will be presented for action at the Annual Meeting other than those set forth herein. Should any other matters requiring a vote of Stockholders arise, proxies will be voted in the discretion of the persons named in the form of proxy.

PLEASE VOTE PROMPTLY BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ACCOMPANYING POSTAGE PAID RETURN ENVELOPE OR BY FOLLOWING THE INSTRUCTIONS PRINTED ON THE PROXY CARD, WHICH PROVIDES INSTRUCTIONS FOR AUTHORIZING A PROXY BY TELEPHONE OR THROUGH THE INTERNET. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

CNL STRATEGIC RESIDENTIAL CREDIT, INC. (the “Company”)

THE COMPANY’S BOARD OF DIRECTORS RECOMMENDS A VOTE 
“FOR” THE FOLLOWING PROPOSALS:

The undersigned hereby acknowledge(s) receipt of a copy of the accompanying notice of annual meeting and the proxy statement with respect thereto, and hereby revoke(s) any proxy or proxies heretofore given with respect to the meeting. This proxy may be revoked at any time before it is exercised.

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

Important: Please sign exactly as name appears hereon. Joint owners should each sign personally. Trustees and others signing in a representative or fiduciary capacity should indicate their full titles in such capacity.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY

MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

The Proxy Statement and the Annual Report to Stockholders are available at:

www.proxyvote.com