UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 1-SA

 

SEMIANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

 

For the fiscal semiannual period ended June 30, 2026

 

Fundrise Growth eREIT VII, LLC

(Exact name of issuer as specified in its charter)

 

Delaware 84-4457263
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
   
11 Dupont Circle NW, 9th Floor, Washington, DC 20036
(Full Mailing Address of Principal Executive Offices) (Zip Code)

 

(202) 584-0550

Issuer’s telephone number, including area code

 

 

 

 

 

TABLE OF CONTENTS

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations 3
Other Information 12
Index to the Unaudited Financial Statements of Fundrise Growth eREIT VII, LLC 13
Exhibits 14

 

 

 

 

Item 1.          Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the related notes thereto contained in this Semiannual Report on Form 1-SA (“Semiannual Report”). The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the Statements Regarding Forward Looking Information in our latest offering circular (our “Offering Circular”) qualified by the Securities and Exchange Commission (“SEC”), which may be accessed here (beginning on page 73) and may be updated from time to time by our future filings under Regulation A (“Regulation A”) of the Securities Act of 1933, as amended (the “Securities Act”). Except as otherwise required by the U.S. federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The use of the terms “Fundrise Growth eREIT VII”, the “Company”, “we”, “us” or “our” in this Semiannual Report refer to Fundrise Growth eREIT VII, LLC unless the context indicates otherwise.

 

Unless otherwise indicated, the latest results discussed below are as of June 30, 2026. The financial statements included in this filing as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 are unaudited and have not been reviewed, and may not include year-end adjustments necessary to make those financial statements comparable to audited results, although in the opinion of management all necessary adjustments have been included to make interim statements of operations not misleading.

 

Business

 

Fundrise Growth eREIT VII, LLC is a Delaware limited liability company formed on January 28, 2020 to originate, invest in and manage a diversified portfolio primarily consisting of investments in commercial real estate properties and development projects, as well as commercial real estate loans, commercial real estate debt securities (including commercial mortgage-backed securities, collateralized debt obligations, and real estate investment trust (“REIT”) senior unsecured debt) and other select real estate-related assets, where the underlying assets primarily consist of such properties. The use of the terms “Fundrise Growth eREIT VII”, the “Company”, “we”, “us” or “our” in this Semiannual Report refers to Fundrise Growth eREIT VII, LLC unless the context indicates otherwise. We may make our investments through majority-owned subsidiaries, some of which may have rights to receive preferred economic returns. Operations substantially commenced on January 13, 2021. The Company has one operating and reportable segment consisting of investments in real estate.

 

As a limited liability company, we have elected to be taxed as a C corporation. Commencing with the taxable year ended December 31, 2021, the Company has qualified for treatment as a REIT under the Internal Revenue Code of 1986, as amended, and intends to continue to operate as such.

 

We are externally managed by Fundrise Advisors, LLC (our “Manager”), which is an investment adviser registered with the SEC, and a wholly-owned subsidiary of Rise Companies Corp. (our “Sponsor”), the parent company of Fundrise, LLC, our affiliate. Fundrise, LLC owns and operates our platform located at www.fundrise.com (the “Fundrise Platform”), which allows investors to hold interests in opportunities that may have been historically difficult to access. Our Manager has the authority to make all of the decisions regarding our investments, subject to the limitations in our operating agreement and the direction and oversight of our Manager’s investment committee. Our Sponsor also provides investment management, marketing, investor relations and other administrative services on our behalf. Accordingly, we do not currently have any employees nor do we currently intend to hire any employees who will be compensated directly by us.

 

3

 

 

Risk Factors

 

We face risks and uncertainties that could affect us and our business as well as the real estate industry generally. These risks are outlined under the heading “Risk Factors” contained in our Offering Circular, which may be accessed here (beginning on page 33) as the same may be updated from time to time by our future filings under Regulation A. In addition, new risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. These risks could result in a decrease in the value of our common shares. Other than the below, there have been no material changes in our risk factors from those described in our Offering Circular.

 

Geopolitical instability, including ongoing conflicts in Iran, and a prolonged period of elevated or rising interest rates could adversely impact our business, financial condition and results of operations.

 

Geopolitical tensions and armed conflicts, including the ongoing conflicts involving Iran, have increased global economic uncertainty and contributed to volatility in financial markets, energy prices and capital flows. The continuation or escalation of such conflicts, or the expansion of such conflicts into neighboring regions, could disrupt global supply chains, increase inflationary pressures and lead to further instability in credit and equity markets. These developments may negatively impact investor sentiment, reduce capital formation and limit the availability of financing for investments held by the Company.

 

In addition, central banks, including the Fed, have maintained or may further implement restrictive monetary policies in response to inflation and geopolitical risks. Sustained higher interest rates, or further increases in interest rates, have and may continue to adversely affect real estate values, transaction activity and the availability and cost of debt financing. As disclosed in our Offering Circular, our real estate investments are subject to risks associated with rising interest rates and adverse market conditions. Higher borrowing costs and capitalization rates may reduce property valuations, increase debt service obligations and decrease returns on our investments.

 

These factors may also reduce demand for real estate, delay or prevent development and refinancing activities, and increase the likelihood of tenant defaults or vacancies across our portfolio. In addition, market volatility and uncertainty may lead to reduced investor demand for our investments or increased redemption activity, which could adversely affect our revenues.

 

The extent to which geopolitical conflicts and interest rate conditions impact our business will depend on numerous evolving factors, including the duration and severity of such conflicts, governmental and central bank responses, and the resulting effects on global and U.S. economic conditions. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.

 

Offering Results

 

We have offered, are offering, and may continue to offer up to $75.0 million in our common shares in any rolling twelve-month period under Regulation A (which we refer to as the “Offering”). The Offering is being conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of securities is continuous, active sales of securities may occur sporadically over the term of the Offering. Most recently, on December 4, 2025, the Company qualified approximately $73.6 million of additional common shares for sale pursuant to Regulation A. As of June 30, 2026 and December 31, 2025, we have raised total gross offering proceeds of approximately $115.9 million and $114.8 million, respectively, from settled subscriptions including approximately $2.8 million received in private placements to third parties, and had settled subscriptions in our Offering and separate private placements for an aggregate of approximately 11.0 million and 10.9 million of our common shares, respectively. Assuming the settlement of all subscriptions received as of June 30, 2026, approximately $72.4 million of our previously qualified common shares remained available for sale to the public (based on our current share price) under our Offering as of June 30, 2026.

 

4

 

 

We expect to offer common shares in our Offering until we raise the maximum amount permitted based on the maximum number of common shares we are able to qualify under Regulation A at any given time, unless terminated by our Manager at an earlier time. The per share purchase price for our common shares is adjusted at the beginning of each semi-annual period, or such other period as determined by our Manager in its sole discretion, but no less frequently than annually. Our Manager has currently determined to adjust the per share purchase price quarterly (or as soon as commercially reasonable and announced by us thereafter), to be no less than our net asset value (“NAV”) divided by the number of our common shares outstanding as of the end of the prior fiscal quarter (“NAV per share”).

 

Below is the NAV per share since December 31, 2024, as determined in accordance with our valuation policy. Linked in the table is the relevant Form 1-U detailing each NAV valuation method, incorporated by reference herein.

 

Date  NAV per Share   Link 
December 31, 2024  $10.11   Form 1-U 
March 31, 2025  $10.14   Form 1-U 
June 30, 2025  $10.14   Form 1-U 
September 30, 2025  $10.15   Form 1-U 
December 31, 2025  $10.02   Form 1-U 
April 1, 2026  $8.20   Form 1-U 
June 30, 2026  $8.23   Form 1-U 

 

5

 

 

Distributions

 

To maintain our qualification as a REIT, we are required to make aggregate annual distributions to our shareholders of at least 90% of our REIT taxable income (computed without regard to the dividends paid deduction and excluding net capital gain), and to avoid federal income and excise taxes on retained taxable income and gains we must distribute 100% of such income and gains annually. Our Manager may authorize distributions in excess of those required for us to maintain REIT status and/or avoid such taxes on retained taxable income and gains depending on our financial condition and such other factors as our Manager deems relevant. Provided we have sufficient available cash flow, we intend to authorize and declare distributions based on daily record dates and pay distributions on a quarterly or other periodic basis. We have not established a minimum distribution level.

 

While we are under no obligation to do so, we expect in the future to declare and pay distributions monthly or quarterly in arrears; however, our Manager may declare other periodic distributions as circumstances dictate. In order that investors may generally begin receiving distributions immediately upon our acceptance of their subscription, we expect to authorize and declare distributions based on daily record dates. However, there may also be times when our Manager elects to reduce our rate of distributions in order to preserve or build up a higher level of liquidity at the Company level.

 

Any distributions that we make will directly impact our NAV by reducing our assets. Our goal is to provide a reasonably predictable and stable level of current income, through quarterly or other periodic distributions, while at the same time maintaining a fair level of consistency in our NAV. Over the course of a shareholder’s investment, the shareholder’s distributions plus the change in NAV per share (either positive or negative) will produce the shareholder’s total return.

 

Our distributions will generally constitute a return of capital to the extent that they exceed our current and accumulated earnings and profits as determined for U.S. federal income tax purposes. To the extent that a distribution is treated as a return of capital for U.S. federal income tax purposes, it will reduce a shareholder’s adjusted tax basis in the shareholder’s shares, and to the extent that it exceeds the shareholder’s adjusted tax basis will be treated as gain resulting from a sale or exchange of such shares.

 

For further details, please see Note 4, Distributions to the unaudited financial statements.

 

Redemption Plan

 

Although we do not intend to list our common shares for trading on a stock exchange or other trading market, we have adopted a redemption plan designed to provide our shareholders with limited liquidity for their investment in our shares. The Company’s redemption plan provides that on a quarterly basis, subject to certain exceptions, a shareholder could obtain liquidity as described in detail in our Offering Circular. Our Manager may, in its sole discretion, amend, suspend, or terminate the redemption plan at any time, including to protect our operations and our non-redeemed shareholders, to prevent an undue burden on our liquidity, to preserve our status as a REIT, following any material decrease in our NAV, or for any other reason.

 

As of June 30, 2026 and December 31, 2025, approximately 5.5 million common shares and 4.7 million common shares, respectively, have been submitted for redemption since operations commenced, and 100% of such redemption requests have been honored. We believe redemptions requested during the six months ended June 30, 2026 are attributable to investor demand to restore and preserve personal liquidity in response to the changes in economic conditions across the broader financial markets.

 

6

 

 

Sources of Operating Revenues and Cash Flows

 

We expect to primarily generate cash flows through distributions from investments in equity method investees. We may also seek to acquire other investments which generate attractive returns without any leverage. See Note 2, Summary of Significant Accounting Policies - Revenue and Income Recognition, to the unaudited financial statements for further detail.

 

Results of Operations

 

For the six months ended June 30, 2026 and 2025, we had total net losses of approximately $3.6 million and $3.5 million, respectively. Further information on certain changes in our results is as follows:

 

Expenses

 

Investment Management Fees – Related Party

 

For the six months ended June 30, 2026 and 2025, we incurred investment management fees of approximately $248,000 and $328,000, respectively. The decrease in investment management fees is primarily attributable to a decrease in the quarterly average net assets, as the investment management fee is calculated as a percentage of net assets each quarter. The overall decrease in average net assets is primarily attributable to the decrease in the fair value of our real estate investments period over period.

 

General and Administrative Expenses

 

For the six months ended June 30, 2026 and 2025, we incurred general and administrative expenses of approximately $181,000 and $250,000, respectively, which includes advisory and professional services, transfer agent costs, bank fees, and other expenses associated with operating our business. The decrease in general and administrative costs is primarily attributable to decreased professional services expenses for the six months ended June 30, 2026.

 

Other Income (Expenses)

 

Interest Expense – Related Party

 

For the six months ended June 30, 2026 and 2025, we incurred interest expense on related party debt of approximately $418,000 and $93,000, respectively. The increase in interest expense is due to an overall higher average principal balance on related party notes payable to National Lending, LLC (“National Lending”) during the six months ended June 30, 2026. See Note 6, Related Party Arrangements for further information regarding National Lending.

 

Our Investments

 

The following table summarizes the assets held during the period from January 1, 2025 through June 30, 2026 through our investment in Fundrise SFR JV 1, LLC, (“SFR JV 1”), a joint venture (which we also refer to as “Co-Investment Arrangement(s)”) between the Company and Fundrise Real Estate Interval Fund, LLC (“Fundrise Interval Fund”), which is accounted for under the equity method of accounting. The ownership percentages for the Company and Fundrise Interval Fund are 10% and 90%, respectively. See “Recent Developments” for a description of any investments we have made since June 30, 2026. Note that the use of the term “controlled subsidiary” is not intended to conform with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) definition and does not correlate to a subsidiary that would require consolidation under U.S. GAAP.

 

7

 

 

Real Property Controlled Subsidiaries
(Joint Venture Investments)
  Location  Type of
Property
  Number
of Units (1)
   Date of
Acquisition
  Initial
Purchase
Price (2) 
   Overview
(Form 1-U)
 
Fort King Controlled Subsidiary  Dade City, FL  Single Family Rental   132   01/25/2021  $3,335,000   Initial 
Windmill Farms Controlled Subsidiary  Forney, TX  Single Family Rental   102   01/26/2021  $2,088,000   Initial 
Crestridge Meadows Controlled Subsidiary  Lavon, TX  Single Family Rental   98   02/05/2021  $2,183,000   Initial 
Trinity Crossing Controlled Subsidiary  Forney, TX  Single Family Rental   4   02/10/2021  $85,000   Initial 
East Heights at Airline (EHAA) Controlled Subsidiary  Houston, TX  Land   N/A   03/12/2021  $1,616,000   Initial 
Hidden Creek Controlled Subsidiary  Zephyrhills, FL  Single Family Rental   105   03/30/2021  $2,524,000   Initial 
Riverstone Controlled Subsidiary  Lakeland, FL  Single Family Rental   50   03/30/2021  $1,094,000   Initial 
Homestead Estates Controlled Subsidiary  Elgin, TX  Single Family Rental   40   03/31/2021  $884,000  

Initial

Update

 
Oak Ridge Controlled Subsidiary  Fort Worth, TX  Single Family Rental   49   03/31/2021  $1,244,000   Initial 
Ellison Park Controlled Subsidiary  Sandy Springs, GA  Single Family Rental   67   04/14/2021  $3,180,000  

Initial

Update

 
Hallie’s Ranch Controlled Subsidiary   St. Hedwig, TX  Single Family Rental   121   04/16/2021  $2,316,000   Initial 
Chisholm Springs Controlled Subsidiary  Newark, TX  Single Family Rental   47   04/28/2021  $1,062,000   Initial 
Pinewood Trails Controlled Subsidiary  Cleveland, TX  Single Family Rental   87   05/07/2021  $1,791,000   Initial 
Rock Ridge Controlled Subsidiary  Pensacola, FL  Single Family Rental   69   06/10/2021  $2,317,000  

Initial

Update

 
Gardens of Three Rivers Controlled Subsidiary  Murfreesboro, TN  Single Family Rental   22   06/16/2021  $693,000   Initial 
Ambling Grove Controlled Subsidiary  Decatur, GA  Single Family Rental   59   06/17/2021  $1,153,000   Initial 
Loso Walk Controlled Subsidiary  Charlotte, NC  Single Family Rental   87   06/21/2021  $3,626,000  

Initial

Update

 
Lasater Ranch Controlled Subsidiary  Crowley, TX  Single Family Rental   48   06/29/2021  $1,140,000   Initial 
Savannah Place Controlled Subsidiary  Converse, TX  Single Family Rental   60   06/30/2021  $1,308,000   Initial 
Stonebridge Crossing Controlled Subsidiary  Jarrell, TX  Single Family Rental   90   06/30/2021  $2,022,000   Initial 
Lincoln Oaks Controlled Subsidiary  Deland, FL  Single Family Rental   57   07/16/2021  $1,349,100   Initial 
Liberty Grove Controlled Subsidiary  Locust Grove, GA  Single Family Rental   60   07/22/2021  $1,516,600  

Initial

Update

 
Willow Springs Controlled Subsidiary  Haslet, TX  Single Family Rental   128   08/19/2021  $4,042,600   Initial 
Tortosa Controlled Subsidiary  Maricopa, AZ  Single Family Rental   70   08/30/2021  $1,934,000  

Initial

Update

 
Pender Woods Controlled Subsidiary  Summerville, SC  Single Family Rental   200   09/24/2021  $5,514,000  

Initial

Update

 
Balmoral Controlled Subsidiary  Humble, TX  Single Family Rental   163   09/30/2021  $4,535,000   Initial 

 

8

 

 

Home Rent 2 Controlled Subsidiary - Scattered Site - Volley #1 Property (3)  Various  Single Family Rental   7   09/30/2021  $194,000   Initial 
Home Rent 2 Controlled Subsidiary - Seagoville Farms Property  Seagoville, TX  Single Family Rental   48   09/30/2021  $1,214,700   Initial 
FR - Timbergrove Village Controlled Subsidiary  Houston, TX  Land   N/A   10/12/2021  $1,151,000  

Initial

Update

 
Emerald Lakes Controlled Subsidiary  Ocean Springs, MS  Single Family Rental   106   10/28/2021  $3,710,000  

Initial

Update

 
Hickory Street Controlled Subsidiary  Foley, AL  Single Family Rental   120   10/28/2021  $4,320,000  

Initial

Update

 
Home Rent 2 Controlled Subsidiary – Shaw Creek Ranch Property  Ferris, TX  Single Family Rental   3   10/29/2021  $100,500   Initial 
FR - Cedar Ridge Controlled Subsidiary  Charlotte, NC  Land   N/A   12/16/2021  $952,000   Initial 
Ruskin Reserve Controlled Subsidiary  Ruskin, FL  Single Family Rental   94   12/29/2021  $2,235,000   Initial 
Home Rent 2 Controlled Subsidiary – The Valley Property  Elgin, SC  Single Family Rental   10   12/29/2021  $251,900   Initial 
Home Rent 2 Controlled Subsidiary – Vahalla Ranch Property  Tucson, AZ  Single Family Rental   4   01/28/2022  $131,200   Initial 
Carolina Controlled Subsidiary  Myrtle Beach, SC  Single Family Rental   48   02/10/2022  $2,160,000   Initial 
Cypress Controlled Subsidiary  Palm Bay, FL  Single Family Rental   87   03/16/2022  $4,380,000   Initial 
Sunset Controlled Subsidiary  Panama City, FL  Single Family Rental   233   03/23/2022  $10,750,000   Initial 
Treeline Controlled Subsidiary  Jacksonville, FL  Single Family Rental   146   04/21/2022  $5,363,400   Initial 
Moss Creek Controlled Subsidiary  Louisville, KY  Single Family Rental   24   04/21/2022  $573,600   Initial 
Kilbourne Controlled Subsidiary  Charlotte, NC  Single Family Rental   18   04/21/2022  $575,000   Initial 
Ridgeview Controlled Subsidiary  Allen, TX  Single Family Rental   27   04/21/2022  $1,150,000   Initial 
The Commons Controlled Subsidiary  Richmond Hill, GA  Single Family Rental   93   05/20/2022  $2,604,000   Initial 
Harris Trail Controlled Subsidiary  Richmond Hill, GA  Single Family Rental   38   05/20/2022  $1,064,000   Initial 
Home Rent 4 Controlled Subsidiary – Imperial Forest Property  Houston, TX  Single Family Rental   53   05/27/2022  $1,420,600   Initial 
Beall Controlled Subsidiary  Denton, TX  Single Family Rental   188   06/21/2022  $7,238,000  

Initial

Update

 
Sumner Village Controlled Subsidiary  North Charleston, SC  Single Family Rental   44   06/29/2022  $1,622,900   Initial 
Pine Ridge Place Controlled Subsidiary  Fountain Inn, SC  Single Family Rental   112   07/21/2022  $4,024,100  

Initial

Update

 
Main Street Townes at Lilburn Controlled Subsidiary  Lilburn, GA  Single Family Rental   80   08/29/2022  $3,200,900   Initial 
Simmons Trace Controlled Subsidiary   Kissimmee, FL  Single Family Rental   108   08/30/2022  $4,517,600   Initial 
Terrapin Station Controlled Subsidiary  Jacksonville, FL  Single Family Rental   60   10/12/2022  $2,000,800  

Initial

Update

 
Roseglen Controlled Subsidiary (4)  Indian Land, SC  Single Family Rental   50   10/20/2022  $2,320,000   Initial 
Preston Park Controlled Subsidiary  Gallatin, TN  Single Family Rental   45   12/01/2022  $1,443,200   Initial 

 

9

 

 

(1)Number of Units refers to the total number of homes acquired or anticipated to be acquired in tranches. The Number of Units is presented as of the date of first acquisition, and have not been subsequently updated.

 

(2)Purchase Price refers to the total price paid by us at closing for our pro rata share of the equity in the controlled subsidiary. The Purchase Prices are presented as of the date of first acquisition, and have not been subsequently updated.

 

(3)The Scattered Site- Volley #1 Property represents single family homes purchased directly from national home builders that are operated within various for-sale housing communities.

 

(4)As of April 10, 2025, all homes acquired in the Roseglen Controlled Subsidiary were sold.

 

The following table summarizes the assets held during the period from January 1, 2025 through June 30, 2026 through our investment in Fundrise SFR JV 2, LLC, (“SFR JV 2”), a Co-Investment Arrangement between the Company and Fundrise Interval Fund, which is accounted for under the equity method of accounting. The ownership percentages for the Company and Fundrise Interval Fund are 5% and 95%, respectively. See “Recent Developments” for a description of any investments we have made since June 30, 2026. Note that the use of the term “controlled subsidiary” is not intended to conform with the U.S. GAAP definition and does not correlate to a subsidiary that would require consolidation under U.S. GAAP.

 

Real Property Controlled Subsidiaries
(Joint Venture Investments)
  Location  Type of
Property
  Number of
Units (1)
   Date of
Acquisition
  Initial
Purchase
Price (2) 
   Overview
(Form 1-U)
 
Cottonvale Towns Controlled Subsidiary  Savannah, GA  Single Family Rental   71   01/13/2023  $994,000   Initial 
The Village at Sherrills Ford Controlled Subsidiary  Sherrills Ford, NC  Single Family Rental   97   02/28/2023  $1,473,400   Initial 
Bluejay Commons Controlled Subsidiary  Rincon, GA  Single Family Rental   124   07/13/2023  $1,736,930  

Initial

Update

 
Highland Townhomes Controlled Subsidiary  North Charleston, SC  Single Family Rental   220   09/29/2023  $3,544,050   Initial 

 

(1)Number of Units refers to the total number of homes acquired or subsequently acquired in tranches. The Number of Units are presented as of the date of first acquisition, and have not been subsequently updated.

 

(2)Purchase Price refers to the total paid by us at closing for our pro rata share of the equity in the controlled subsidiary. The Purchase Prices are presented as of the date of first acquisition, and have not been subsequently updated.

 

As of June 30, 2026, the Company’s investments in companies that are accounted for under the equity method of accounting also included contributions to National Lending in exchange for ownership interests. See Note 6, Related Party Arrangements to the unaudited financial statements for further information regarding National Lending and the Co-Investment Arrangements.

 

Liquidity and Capital Resources

 

We obtain the capital to fund our investment activities and operating expenses from secured or unsecured financings from banks, our Offering, separate private placements to third parties, net proceeds from asset repayments and sales, and other financing transactions. We use our capital to originate, invest in and manage a diversified portfolio of real estate investments and fund our operations. Our material cash requirements are primarily (i) funding new investments as opportunities arise, (ii) ordinary-course operating expenses and capital expenditures, and (iii) debt service. As of June 30, 2026, we had no unfunded commitments and have not identified any material capital expenditure requirements over the next twelve months.

 

As of June 30, 2026, we had $5.1 million in cash and cash equivalents and had deployed approximately $112.7 million in capital for our three investments. The Company has a continuous funding commitment to maintain a total capital contribution amount of 5% of its assets under management to National Lending. As of June 30, 2026, the Company has satisfied this requirement and had no unfunded capital commitment related to this obligation.

 

10

 

 

During the six months ended June 30, 2026 and 2025, the Company experienced net cash outflows related to redemptions during the periods. The Company believes that its existing cash on hand, ongoing capital-raising activities through its Offering, distributions from investments, and access to financing arrangements, including with National Lending, will provide sufficient liquidity to meet its obligations and fund operations for at least the next 12 months.

 

We may selectively employ leverage to enhance total returns to our shareholders through a combination of senior financing on our real estate acquisitions, secured facilities, and capital markets financing transactions. We have outstanding unsecured Company level debt of $23.6 million and $22.4 million as of September 24, 2026 and June 30, 2026, respectively. This amount does not include any debt secured by the real property of our unconsolidated joint ventures. Our targeted portfolio-wide leverage is between 50%-85% of the greater of cost (before deducting depreciation or other non-cash reserves) or fair market value of our assets. During periods when we are growing our portfolio, we may employ greater leverage on individual assets (that will also result in greater leverage of the initial portfolio) in order to quickly build a more diversified portfolio of assets. We seek to secure conservatively structured leverage that is long- term, non-recourse, non-mark-to-market financing to the extent obtainable on a cost-effective basis. To the extent a higher level of leverage is employed it may come either in the form of government-sponsored programs or other long-term, non-recourse, non-mark-to-market financing. Our Manager may from time to time modify our leverage policy in its discretion in light of then current economic conditions, relative costs of debt and equity capital, market values of our assets, general conditions in the market for debt and equity securities, growth and acquisition opportunities or other factors. It is our policy to not borrow more than 85% of the greater of cost (before deducting depreciation or other non-cash reserves) or fair market value of our assets. We cannot exceed the leverage limit of our leverage policy unless any excess in borrowing over such level is approved by our Manager’s investment committee.

 

We seek to manage liquidity and capital resources to support our long-term investment strategy. Our ability to grow and diversify our portfolio is influenced, in part, by our ability to raise additional capital through the issuance of common shares. To the extent capital raising activity is lower than anticipated, the pace of new investments and portfolio diversification may be reduced. In addition, because we incur certain fixed operating expenses, slower capital growth could increase such expenses as a percentage of gross income and may affect the level of distributions over time.

 

Key Factors We Expect to Impact Our Future Performance

 

Interest Rates

 

Rates remained unchanged in the first half of 2026; however, at its September 2026 meeting, the Federal Reserve (the “Fed”) raised its benchmark interest rate by 25 basis points, and its updated projections indicate the possibility of an additional increase in 2026. Real estate markets have faced persistent challenges following the Fed’s interest rate increases beginning in March 2022. Continued elevated interest rates, or further increases in interest rates, may adversely affect real estate values and returns on our real estate investments.

 

11

 

 

Off-Balance Sheet Arrangements

 

As of June 30, 2026 and December 31, 2025, the Company’s off-balance sheet arrangements consist of guarantee obligations related to loans secured in part by properties owned through unconsolidated equity method investees. For a description of these guarantee obligations, including the nature, maximum potential future payments, and conditions for termination, see Note 8, Commitments and Contingencies, to the unaudited financial statements for further detail.

 

Recent Developments

 

Status of our Offering

 

As of September 24, 2026, the Company issued approximately 11,065,000 common shares for gross offering proceeds of approximately $116.2 million, which included any private placements to third parties.

 

National Lending

 

On July 31, 2026, the Company made a draw of $900,000 on the “2026 - L” National Lending promissory note.

 

Item 2.          Other Information

 

None.

 

12

 

 

Item 3.          Financial Statements

 

INDEX TO THE UNAUDITED FINANCIAL STATEMENTS OF

 

Fundrise Growth eREIT VII, LLC

 

Balance Sheets   F-1
Statements of Operations   F-2
Statements of Members’ Equity   F-3
Statements of Cash Flows   F-4
Notes to Financial Statements   F-5 to F-16

 

13

 

 

Fundrise Growth eREIT VII, LLC

 

Balance Sheets

(Amounts in thousands, except share data)

 

   As of   As of 
   June 30, 2026
(unaudited)
   December 31,
2025
 
ASSETS          
Cash and cash equivalents  $5,079   $5,153 
Other assets   7    16 
Investments in equity method investees   47,814    49,623 
Total Assets  $52,900   $54,792 
           
LIABILITIES AND MEMBERS’ EQUITY          
Liabilities:          
Accounts payable and accrued expenses  $130   $169 
Due to related party   110    149 
Settling subscriptions   6    7 
Distributions payable   39    44 
Redemptions payable   2,869    3,213 
Notes payable - related party   22,385    13,302 
Total Liabilities   25,539    16,884 
           
Commitments and Contingencies (Note 8)          
           
Members’ Equity:          
Common shares, net of redemptions; unlimited shares authorized; 11,025,241 and 10,903,905 shares issued and 5,482,473 and 6,222,058 shares outstanding as of June 30, 2026 and December 31, 2025, respectively   59,068    65,901 
Accumulated deficit and cumulative distributions   (31,707)   (27,993)
Total Members’ Equity   27,361    37,908 
Total Liabilities and Members’ Equity  $52,900   $54,792 

 

The accompanying notes are an integral part of these financial statements.

 

F-1

 

 

Fundrise Growth eREIT VII, LLC

 

Statements of Operations

(Amounts in thousands, except share and per share data)

 

   For the Six Months
Ended June 30,
2026 (unaudited)
   For the Six Months
Ended June 30,
2025 (unaudited)
 
Revenue          
Other revenue  $–   $– 
Total revenue   –    – 
           
Expenses          
Investment management fees – related party   248    328 
General and administrative expenses   181    250 
Total expenses   429    578 
           
Other income (expenses)          
Equity in losses   (2,840)   (2,843)
Dividend income   48    54 
Interest expense - related party   (418)   (93)
Total other income (expenses)   (3,210)   (2,882)
           
Net loss  $(3,639)  $(3,460)
           
Net loss per basic and diluted common share   $(0.60)  $(0.47)
Weighted average number of common shares outstanding, basic and diluted    6,023,402    7,312,321 

 

The accompanying notes are an integral part of these financial statements.

 

F-2

 

 

Fundrise Growth eREIT VII, LLC

 

Statements of Members’ Equity

(Amounts in thousands, except share data)

 

   Common Shares         
   Shares   Amount   Accumulated Deficit   Total Members’
Equity
 
December 31, 2025   6,222,058   $65,901   $(27,993)  $37,908 
Proceeds from issuance of common shares   121,336    1,110    –    1,110 
Offering costs   –    (31)   –    (31)
Distributions declared on common shares   –    –    (75)   (75)
Redemptions of common shares   (860,921)   (7,912)   –    (7,912)
Net loss   –    –    (3,639)   (3,639)
June 30, 2026 (unaudited)   5,482,473   $59,068   $(31,707)  $27,361 

 

   Common Shares         
   Shares   Amount   Accumulated Deficit   Total Members’
Equity
 
December 31, 2024   7,450,471   $78,343   $(20,645)  $57,698 
Proceeds from issuance of common shares   70,663    714    –    714 
Offering costs   –    (26)   –    (26)
Distributions declared on common shares   –    –    (91)   (91)
Redemptions of common shares   (695,115)   (6,962)   –    (6,962)
Net loss   –    –    (3,460)   (3,460)
June 30, 2025 (unaudited)   6,826,019   $72,069   $(24,196)  $47,873 

 

The accompanying notes are an integral part of these financial statements.

 

F-3

 

 

Fundrise Growth eREIT VII, LLC

 

Statements of Cash Flows

(Amounts in thousands)

 

   For the Six Months
Ended June 30,
2026 (unaudited)
   For the Six Months
Ended June 30,
2025 (unaudited)
 
OPERATING ACTIVITIES:          
Net loss  $(3,639)  $(3,460)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:          
Equity in losses   2,840    2,843 
Changes in assets and liabilities:          
Net (increase) decrease in other assets   9    11 
Net increase (decrease) in accounts payable and accrued expenses   (40)   (8)
Net increase (decrease) in due to related party   144    67 
Net cash used in operating activities   (686)   (547)
INVESTING ACTIVITIES:          
Investments in equity method investees   (2,440)   (2,025)
Return of investment from equity method investees   1,409    1,904 
Net cash used in investing activities   (1,031)   (121)
FINANCING ACTIVITIES:          
Proceeds from issuance of common shares   1,104    691 
Proceeds from notes payable  - related party   8,900    7,500 
Repayment of notes payable - related party   –    (700)
Proceeds from settling subscriptions   6    7 
Distributions paid   (80)   (94)
Redemptions paid   (8,256)   (6,810)
Offering costs paid   (31)   (13)
Net cash provided by financing activities   1,643    581 
           
Net decrease in cash and cash equivalents   (74)   (87)
Cash and cash equivalents, beginning of period   5,153    5,201 
Cash and cash equivalents, end of period  $5,079   $5,114 
           
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:          
Non-cash extinguishment and re-issuance of debt  $16,800   $– 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:          
Interest paid - related party notes  $235   $– 

 

The accompanying notes are an integral part of these financial statements.

 

F-4

 

 

Fundrise Growth eREIT VII, LLC

 

Notes to the Financial Statements (unaudited)

 

1.Formation and Organization

 

Fundrise Growth eREIT VII, LLC was formed on January 28, 2020 as a Delaware limited liability company and substantially commenced operations on January 13, 2021. As used herein, the “Company”, “we”, “us”, and “our” refer to Fundrise Growth eREIT VII, LLC except where the context otherwise requires.

 

The Company has one operating and reportable segment consisting of investments in real estate. The Company was organized primarily to originate, invest in and manage a diversified portfolio of commercial real estate properties and other real estate-related assets. We may make our investments through majority-owned subsidiaries, some of which may have rights to receive preferred economic returns. We have operated in such a manner as to qualify as a real estate investment trust (“REIT”) for federal income tax purposes beginning with the period ended December 31, 2021.

 

The Company’s business is externally managed by Fundrise Advisors, LLC (the “Manager”), a Delaware limited liability company and an investment adviser registered with the Securities and Exchange Commission (the “SEC”). Subject to certain restrictions and limitations, the Manager is responsible for managing the Company’s affairs on a day-to-day basis and for identifying and making acquisitions and investments on behalf of the Company.

 

The Company’s initial and any subsequent offering of its common shares (the “Offering(s)”) is being conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A (“Regulation A”) of the Securities Act of 1933, as amended (the “Securities Act”), meaning that while the offering of securities is continuous, active sales of securities may happen sporadically over the term of an Offering. A maximum of $75.0 million of the Company’s common shares may be sold to the public in its Offering in any given twelve-month period. However, each Offering is subject to qualification by the SEC. The Manager has the authority to issue an unlimited number of common shares. The Company qualified approximately $73.6 million of additional common shares on December 5, 2025, which represents the value of shares available to be offered as of the date of its most recent offering circular out of the rolling 12-month maximum offering amount of $75.0 million.

 

2.Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements have been prepared on the accrual basis of accounting and conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and Article 8 of Regulation S-X of the rules and regulations of the SEC. The Company has no items of other comprehensive income or loss in any period presented.

 

F-5

 

 

In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. Interim results are not necessarily indicative of operating results for any other interim period or for the entire year. The December 31, 2025 balance sheet and certain related disclosures are derived from the Company’s December 31, 2025 audited financial statements. These interim financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s annual report, which was filed with the SEC. The financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025, and certain related notes, are unaudited, have not been reviewed, and may not include year-end adjustments to make those financial statements comparable to audited results.

 

Principles of Consolidation

 

We consolidate entities when we own, directly or indirectly, a majority interest in the entity or are otherwise able to control the entity. We consolidate variable interest entities (“VIEs”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation, if we are the primary beneficiary of the VIE as determined by our power to direct the VIE’s activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE. A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We did not have any VIEs for the periods presented in these financial statements.

 

Estimates

 

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

 

Cash and Cash Equivalents

 

Cash equivalents consists of money market funds as of June 30, 2026 and December 31, 2025.

 

Cash may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit of $250,000 per institution. The Company mitigates credit risk by placing cash with major financial institutions. To date, the Company has not experienced any losses with respect to cash.

 

Loss per Share

 

Basic loss per share is calculated on the basis of the weighted-average number of common shares outstanding during the period. Basic loss per share is computed by dividing loss available to members by the weighted-average common shares outstanding during the period. Diluted net loss per common share equals basic net loss per common share as there were no potentially dilutive securities outstanding during the six months ended June 30, 2026 and 2025.

 

Offering Costs

 

Offering costs represent costs incurred by the Company in the qualification of the Offering and the marketing and distribution of common shares, and include, without limitation, expenses for printing, and amending offering statements or supplementing offering circulars, mailing and distributing costs, telephones, internet and other telecommunications costs, all advertising and marketing expenses, charges of experts and fees, expenses and taxes related to the filing, registration and qualification of the sale of shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees.

 

F-6

 

 

Settling Subscriptions

 

Settling subscriptions presented on the balance sheets represent equity subscriptions for which funds have been received but common shares have not yet been issued. Under the terms of the Offering Circular for our common shares, subscriptions will be accepted or rejected within thirty days of receipt by us. Once a subscription agreement is accepted, settlement of the shares may occur up to fifteen days later, depending on the volume of subscriptions received; however, we generally issue shares the later of five business days from the date that an investor’s subscription is approved by our Manager or when funds settle in our bank account. We rely on our Automated Clearing House (ACH) provider to notify us that funds have settled for this purpose, which may differ from the time that cash is posted to our bank statement.

 

Investments in Equity Method Investees

 

If it is determined that we do not have a controlling interest in a joint venture through our financial interest in a VIE or through our voting interest in a voting interest entity and we have the ability to provide significant influence, the equity method of accounting is used. Under this method, the investment is originally recorded at cost and adjusted for contributions, distributions, basis difference, and to recognize our share of net earnings or losses of the affiliate as they occur, with losses limited to the extent of our investment in, advances to, and commitments to the investee. We did not have any VIEs for the periods presented in these financial statements.

 

Distributions received from an equity method investee are recognized as a reduction in the carrying amount of the investment. If distributions are received from an equity method investee that would reduce the carrying amount of an equity method investment below zero, the Company evaluates the facts and circumstances of the distributions to determine the appropriate accounting for the excess distribution, including an evaluation of the source of the proceeds and implicit or explicit commitments to fund the equity method investee. The excess distribution is either recorded as a gain from equity method investee, or in instances where the source of proceeds is from financing activities or the Company has a significant commitment to fund the investee, the excess distribution would result in an equity method liability and the Company would continue to record its share of the equity method investee’s earnings and losses. When the Company does not have a significant requirement to contribute additional capital over and above the original capital commitment and the carrying value of the investment in the unconsolidated venture is reduced to zero, the Company discontinues applying the equity method of accounting unless the venture has an expectation of an imminent return to profitability. If the venture subsequently reports net income, the equity method of accounting is resumed only after the Company’s share of that net income equals the share of net losses or distributions not recognized during the period the equity method was suspended.

 

With regard to distributions from equity method investees, we utilize the cumulative earnings approach to determine whether distributions from equity method investments are returns on investment (cash inflow from operating activities) or returns of investment (cash inflow from investing activities). Using the cumulative earnings approach, the Company compares cumulative distributions from equity method investees for each investment, less distributions from equity method investees in prior periods that were determined to be returns of investment, with the Company’s cumulative equity in earnings. Generally, cumulative distributions from equity method investees that do not exceed cumulative equity in earnings represent returns on investment and cumulative distributions from equity method investees in excess of the cumulative equity in earnings represent returns of investment.

 

F-7

 

 

The Company evaluates its investment in equity method investees for impairment whenever events or changes in circumstances indicate that there may be an other-than-temporary decline in value. If it is determined that an impairment exists and is other than temporary, then the Company estimates the fair value using various valuation techniques, including, but not limited to, discounted cash flow models, which consider inputs such as the Company’s intent and ability to retain its investment in the entity, the financial condition and long-term prospects of the entity, and the expected term of the investment. If the Company determined any decline in value is other-than-temporary, the Company would recognize an impairment charge to reduce the carrying value of its investment to fair value. No impairment losses were recorded related to equity method investees for the six months ended June 30, 2026 and 2025.

 

Share Redemptions

 

Share repurchases are recorded as a reduction to Common Shares under our redemption plan, pursuant to which we may elect to redeem shares at the request of our members, subject to certain exceptions, conditions, and limitations. The maximum number of shares purchasable by us in any period depends on a number of factors and is at the discretion of our Manager.

 

The Company’s redemption plan provides that on a quarterly basis, subject to certain exceptions, a member could obtain liquidity as described in detail in our Offering Circular. In the event that we amend, suspend or terminate our redemption plan, we will file an offering circular supplement and/or Form 1-U, as appropriate, and post such information on our website to disclose such amendment.

 

Income Taxes

 

As a limited liability company, we have elected to be taxed as a C corporation. The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, and has operated as such, commencing with the taxable year ending December 31, 2021. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income to its members (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with U.S. GAAP). As a REIT, the Company generally will not be subject to U.S. federal income tax to the extent it distributes qualifying dividends to its members. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. In addition, taxable income from non-REIT activities managed through TRSs is subject to federal, state, and local income taxes. A TRS is a subsidiary C corporation that has not elected REIT status and as such is subject to United States federal and state corporate income tax. We use TRS entities to facilitate our ability to perform non-real estate related activities and/or perform non-customary services for residents that cannot be offered directly by a REIT.

 

No material provisions have been made for federal income taxes in the accompanying financial statements during the six months ended June 30, 2026 and 2025. No gross deferred tax assets or liabilities have been recorded as of June 30, 2026 and December 31, 2025.

 

As of June 30, 2026, the tax period for the taxable year ending December 31, 2022 and all tax periods following remain open to examination by the major taxing authorities in all jurisdictions where we are subject to taxation. For the open tax periods, the Company has no uncertain tax positions that would require recognition in the financial statements.

 

Revenue and Income Recognition

 

Dividend income is recorded on the ex-dividend date, while periodic cash flow distributions from equity method investments are recognized when declared. Dividend income is recognized on an accrual basis and consists of dividends earned through our cash sweep bank account.

 

F-8

 

 

Recent Accounting Pronouncements

 

In December 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-12, Codification Improvements, which clarifies, corrects, and makes minor improvements across U.S. GAAP. The standard is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the standard to determine its impact on the Company’s disclosures.

 

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270), which improves the navigability of interim reporting guidance in Topic 270. The ASU does not expand or reduce interim disclosure requirements, but instead clarifies when Topic 270 applies, what constitutes interim financial statements prepared in accordance with U.S. GAAP, and which disclosures are required at interim dates. The standard is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the standard to determine its impact on the Company’s disclosures.

 

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810), which amends existing guidance for determining the accounting acquirer in a transaction primarily effected through the exchange of equity interests in which the legal acquiree is a VIE that meets the definition of a business. The standard is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the standard to determine its impact on the Company’s disclosures.

 

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures, which requires disclosure within the notes to the financial statements of specified expense categories as well as qualitative descriptions for amounts not disaggregated quantitatively within expense captions on the income statement. The standard is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the standard to determine its impact on the Company’s disclosures.

 

F-9

 

 

3.Investments in Equity Method Investees

 

The table below presents the activity of the Company’s investments in equity method investees as of and for the periods presented (amounts in thousands):

 

Investments in Equity Method Investees  For the Six Months
Ended June 30, 2026
   For the Year Ended
December 31, 2025
 
Beginning balance  $49,623   $56,882 
Additional investments in equity method investees   2,440    5,310 
Distributions from equity method investees   (1,409)   (6,751)
Equity in losses of equity method investees   (2,840)   (5,818)
Ending balance  $47,814   $49,623 

 

As of June 30, 2026, the Company’s investments in companies that are accounted for under the equity method of accounting consist of the following (dollar amounts in thousands)::

 

Investments in Equity Method
Investees
  Number of
Investments
   Number of
Properties
   Company’s
Ownership Interest
  Carrying value as
of June 30, 2026
   Carrying value as of
December 31, 2025
 
Real estate equity method investments(1)              3               57   5.0%-10.0%  $47,814   $49,623 
Total   3    57      $47,814   $49,623 

 

(1)As of June 30, 2026 and December 31, 2025, the carrying value includes approximately $42.2 million and $44.1 million, respectively, from investments in two joint ventures formed by the Company and other affiliated entities, and approximately $5.6 million and $5.5 million, respectively related to the Company’s investment in National Lending, as further described in Note 6, Related Party Arrangements.

 

F-10

 

 

The condensed financial position and results of operations of the Company’s equity method investments for the periods presented are summarized below (amounts in thousands):

 

Condensed balance sheet information:  As of June 30, 2026   As of December 31, 2025 
Real estate assets, net  $1,315,991   $1,338,841 
Other assets (1)   153,027    195,862 
Total assets  $1,469,018   $1,534,703 
           
Credit facilities  $896,216   $896,343 
Other liabilities (2)   27,685    77,846 
Equity   545,117    560,514 
Total liabilities and equity  $1,469,018   $1,534,703 
Company’s equity investment, net  $47,814   $49,623 

 

(1)As of June 30, 2026 and December 31, 2025, approximately $75.7 million and $134.4 million of “Other assets” are promissory notes receivable from other eREITs held by the Company’s equity method investment in National Lending, respectively. See Note 6, Related Party Arrangements for further information regarding National Lending.

 

(2)As of June 30, 2026 and December 31, 2025, $0 and approximately $49.4 million of “Other liabilities” represent promissory notes issued from affiliated entities to National Lending, respectively. See Note 6, Related Party Arrangements for further information regarding National Lending.

 

Condensed income statement information:  For the Six Months
Ended June 30, 2026
   For the Six Months
Ended June 30, 2025
 
Total revenue  $61,059   $61,363 
Total expenses   89,033    90,975 
Net loss  $(27,974)  $(29,612)
Company’s equity in losses of investee  $(2,840)  $(2,843)

 

The Company is a guarantor to various debt arrangements entered into by SFR JV 1, SFR JV 2 and certain of their wholly-owned subsidiaries, entered into for purposes of securing financing on existing real estate properties and future real estate property acquisitions. See Note 8, Commitments and Contingencies, for further information regarding these guarantees.

 

F-11

 

 

4.Distributions

 

Distributions are calculated based on members of record each day during the distribution period. During the six months ended June 30, 2026 and 2025, the Company’s total distributions declared to members, the Sponsor, and its affiliates were approximately $75,000 and $91,000, respectively. Of the distributions declared during the six months ended June 30, 2026 and 2025, approximately $36,000 and $45,000 of distributions were paid, respectively. Approximately $39,000 and $44,000 remained payable as of June 30, 2026 and December 31, 2025, respectively. For the six months ended June 30, 2026 and 2025, cash distributions exceeded net cash provided by operating activities. Accordingly, of the distributions were funded from returns of investment received from equity method investees.

 

5.Fair Value of Financial Instruments

 

We are required to disclose an estimate of fair value of our financial instruments for which it is practicable to estimate the value. U.S. GAAP defines the fair value as the price that the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. For certain of our financial instruments, fair values are not readily available since there are no active trading markets as characterized by current exchanges by willing parties.

 

We determine the fair value of certain investments in accordance with the fair value hierarchy that requires an entity to maximize the use of observable inputs. The fair value hierarchy includes the following three levels based on the objectivity of the inputs, which were used for categorizing the assets or liabilities for which fair value is being measured and reported:

 

Level 1 – Quoted market prices in active markets for identical assets or liabilities.

 

Level 2 – Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs).

 

Level 3 – Valuation generated from model-based techniques that use inputs that are significant and unobservable in the market. These unobservable assumptions reflect estimates of inputs that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow methodologies or similar techniques, which incorporate management’s own estimates of assumptions that market participants would use in pricing the instrument or valuations that require significant management judgment or estimation.

 

The net carrying amount of cash and cash equivalents, other assets, and notes payable to related parties reported in the balance sheets approximates fair values because of the short maturity of these instruments.

 

6.Related Party Arrangements

 

Fundrise Advisors, LLC, Manager

 

The Manager and certain affiliates of the Manager will receive fees and compensation in connection with the Company’s Offering, and the acquisition, management and sale of the Company’s real estate investments.

 

The Company will reimburse the Manager for expenses incurred by the Sponsor in the performance of services pursuant to a shared services agreement between the Manager and the Sponsor (the “Shared Services Agreement”), including any increases in insurance attributable to the management or operation of the Company. For the six months ended June 30, 2026 and 2025, the Manager incurred approximately $10,000 and $4,000 of operational costs on our behalf, respectively. As of June 30, 2026 and December 31, 2025, approximately $1,000 was due and payable.

 

The Company will pay the Manager a quarterly investment management fee of one-fourth of 0.85% of our NAV at the end of each prior quarter. During the six months ended June 30, 2026 and 2025, we incurred investment management fees of approximately $248,000 and $328,000, respectively. As of June 30, 2026 and December 31, 2025, approximately $109,000 and $148,000, respectively, of investment management fees remained payable to the Manager and are included in “Due to related party” on the balance sheets.

 

F-12

 

 

Rise Companies Corp., Member and Sponsor

 

Rise Companies Corp. is a member of the Company and held 500 common shares as of June 30, 2026 and December 31, 2025.

 

For the six months ended June 30, 2026 and 2025, the Sponsor incurred approximately $5,000 and $21,000, respectively, of operational costs on our behalf in connection with the Shared Services Agreement. As of June 30, 2026 and December 31, 2025, $0 of operational costs were due and payable.

 

National Lending, LLC

 

Our Manager formed a self-sustaining lending entity, National Lending, which is financed by certain of the real estate investment trusts (“eREITs”) and other investment vehicles (the “Funds”) managed by our Sponsor, including the Company. The Sponsor does not hold an equity interest in National Lending, and is not compensated for its role as manager. Each eREIT or Fund contributes an amount to National Lending in exchange for ownership interests. The current effective operating agreement with National Lending requires each eREIT or Fund to maintain a capital contribution amount of 5% of its assets under management, which is measured on a semi-annual basis (January 15th and July 15th). As of June 30, 2026 and December 31, 2025, the Company has contributed approximately $4.5 million for approximately 6.4% ownership in National Lending. See Note 3, Investments in Equity Method Investees for further information regarding the Company’s ownership interests in National Lending.

 

National Lending may provide short-term bridge financing through promissory notes to any of the eREITs or Funds who have contributed to it in order to maintain greater liquidity and better finance such eREIT’s or Fund’s individual real estate investment strategies. Any promissory note bears a market rate of interest. National Lending may also obtain a promissory note from any of these eREITs in order to secure short-term bridge financing.

 

The following is a summary of the promissory notes issued by National Lending to the Company during the six months ended June 30, 2026 and 2025 and remaining outstanding balances as of June 30, 2026 and December 31, 2025 (dollar amounts in thousands):

 

Note  Maximum
Principal Amount
   Interest Rate   Maturity Date  Balance as of
June 30, 2026
   Balance as of
December 31, 2025
 
2024 – A(1)(2)  $1,000    6.00%  12/31/2025  $–   $– 
2025 – B(2)  $2,500    6.00%  01/30/2026  $–   $– 
2025 – C(2)  $1,000    5.50%  03/27/2026  $–   $– 
2025 – D(2)  $2,500    5.50%  05/29/2026  $–   $– 
2025 – E(2)  $1,500    5.50%  06/30/2026  $–   $– 
2025 – F(2)  $3,000    5.75%  07/30/2026  $–   $– 
2025 – G(2)  $1,000    5.75%  11/26/2026  $–   $– 
2025 – H(2)(3)  $13,700    5.00%  12/31/2026  $–   $13,300 
2026 – I(3)  $2,500    5.00%  01/29/2027  $–   $– 
2026 – J(3)  $5,000    5.00%  04/06/2027  $–   $– 
2026 – K(3)  $21,800    5.00%  05/31/2027  $21,800   $– 
2026 – L(4)  $1,400    5.00%  06/30/2027  $400   $– 
Total               $22,200   $13,300 

 

F-13

 

 

(1)Note 2024 - A was executed with National Lending for a maximum principal balance of $1.0 million. During the year ended 2025, the Company drew on $300,000 of additional principal and also partially paid off $700,000 of principal.

 

(2)During the year ended December 31, 2025, the Company entered into several new loan agreements with National Lending and drew principal totaling approximately $11.3 million. On December 31, 2025, the Company entered into one new unsecured promissory note with National Lending providing for a maximum principal balance of $13.7 million. Upon execution of this agreement, the Company fully extinguished all outstanding loans from National Lending as of December 31, 2025, which included approximately $11.6 million of principal and approximately $357,000 in accrued interest. The $11.6 million principal was settled through a non-cash debt extinguishment. On December 31, 2025 after the non-cash debt extinguishment, the Company had drawn an additional $1.7 million of principal balance. On January 30, 2026, the Company made a draw of $400,000 on the “2025 - H” National Lending promissory note. On April 22, 2026, the Company repaid the outstanding loan through the execution of the agreement noted below.

 

(3)On January 29, 2026, National Lending issued Note 2026 - I. During the six months ended June 30, 2026, the Company’s total draw down on this promissory note was $2.5 million. On April 6, 2026, National Lending issued Note 2026 - J. During the six months ended June 30, 2026, the Company’s total draw down on this promissory note was $600,000. On April 22, 2026, the Company entered into Note 2026 - K. Upon execution of this agreement, the Company fully extinguished all outstanding loans from National Lending, which included approximately $16.8 million of principal and approximately $240,000 in accrued interest. The $16.8 million principal was settled through a non-cash debt extinguishment. As of June 30, 2026 after the non-cash debt extinguishment, the Company had drawn $21.8 million of principal balance.

 

(4)On June 30, 2026, National Lending issued 2026 - L. As of June 30, 2026, the Company had drawn $400,000 of principal balance.

 

For the six months ended June 30, 2026 and 2025, the Company incurred approximately $418,000 and $93,000, respectively, in interest expense on notes with National Lending. As of June 30, 2026 and December 31, 2025, we had outstanding accrued interest of approximately $185,000 and $2,000, respectively, due to National Lending.

 

Co-Investment Arrangements

 

The Company may gain exposure to real estate investments through co-investment arrangements (“Co-Investments”) with other eREITs and funds affiliated with our Manager. Through a Co-Investment, the Company acquires partial interests rather than full ownership of an investment. The Company’s ownership percentage in the Co-Investment will generally be pro rata to the amount of money the Company applies to the origination or commitment amount for the underlying acquisition. The ownership percentages of the investment in SFR JV 1 for the Company and the Fundrise Interval Fund are 10% and 90%, respectively. The ownership percentages of the investment in SFR JV 2 for the Company and the Fundrise Interval Fund are 5% and 95%, respectively.

 

For the six months ended June 30, 2026 and 2025, no reimbursable operating costs were incurred by the Company on behalf of SFR JV 1 and SFR JV 2, our Co-Investments. No reimbursable operating costs were receivable as of June 30, 2026 and December 31, 2025.

 

F-14

 

 

7.Economic Dependency

 

Under various agreements, the Company has engaged or will engage our Manager and its affiliates to provide certain services that are essential to the Company, including investment management services, asset acquisition and disposition decisions, the sale of the Company’s common shares available for issue, as well as other administrative responsibilities for the Company including accounting services and investor relations. The Manager in turn has entered into the Shared Services Agreement to assist the Manager in providing such services. As a result of these relationships, the Company is dependent upon our Manager and its affiliates. In the event that these companies were unable to provide the Company with the respective services, the Company would be required to find alternative providers of these services.

 

8.Commitments and Contingencies

 

Guarantee of Debt – Equity Method Investee

 

As of June 30, 2026 and December 31, 2025, the total debt outstanding by our equity method investees, for which the Company was subject to a standard carve-out guarantee, was approximately $689.9 million and $693.7 million, respectively. As of June 30, 2026, the maturity dates of these debt arrangements range from June 2, 2028 through June 9, 2028, some of which have extension options available to our equity method investees and their subsidiaries. The Company has evaluated the guarantee in accordance with ASC 460, Guarantees, and ASC 450, Contingencies. Management has concluded that no liability should be recorded as of June 30, 2026 and December 31, 2025, as the likelihood of the Company being required to perform under the guarantee is remote.

 

Legal Proceedings

 

As of the date of the financial statements we are not currently named as a defendant in any material active or pending litigation. However, it is possible that the Company could become involved in various litigation matters arising in the ordinary course of our business. Although we are unable to predict with certainty the eventual outcome of any litigation, management is not aware of any pending or threatened litigation that it currently expects to have a material adverse effect on the Company.

 

9.Segment Reporting

 

The Company has one operating and reportable segment consisting of investments in real estate. The management committee of Fundrise Advisors, LLC, our Manager, acts as the Company’s Chief Operating Decision Maker (“CODM”), assessing performance and making decisions about resource allocation. The CODM determined that the Company operates a single operating and reportable segment based on the fact that the CODM monitors the operating results of the Company as a whole and that the Company’s long-term strategic asset allocation is pre-determined in accordance with the terms of its offering circular, based on a defined investment strategy. The CODM assesses segment performance using net income (loss), which is reported in the Company’s Statements of Operations. The financial information, including information about the Company’s significant revenues and expenses, that is provided to and reviewed by the CODM is consistent with that presented within the Company’s financial statements. Total expenses and total other expenses, as disclosed in the financial statements, represent the CODM’s measure of significant expenses. The CODM uses this financial information to evaluate the Company’s overall performance and investment returns, supporting decisions on acquisitions, dispositions, and distributions. The measure of segment assets is reported in the Company’s Balance Sheets. All of the Company’s real estate investments are located within the United States and all revenues are derived from U.S.-based operations.

 

F-15

 

 

10.Subsequent Events

 

In connection with the preparation of the accompanying financial statements, we have evaluated events and transactions occurring through September 24, 2026 for potential recognition or disclosure.

 

Status of our Offering

 

As of September 24, 2026, the Company issued approximately 11,065,000 common shares for gross offering proceeds of approximately $116.2 million, which included any private placements to third parties.

 

National Lending, LLC

 

On July 31, 2026, the Company made a draw of $900,000 on the “2026 - L” National Lending promissory note.

 

F-16

 

 

Item 4.          Exhibits

 

INDEX OF EXHIBITS

 

Exhibit
No.
  Description
2.1*   Certificate of Formation (incorporated by reference to the copy thereof filed as Exhibit 2.1 to the Company’s Offering Circular on Form 1-A filed on February 26, 2020)
2.2*   Form of Amended and Restated Operating Agreement (incorporated by reference to Exhibit 2.2 of the Company’s Form 1-SA filed September 12, 2023)
4.1*   Form of Subscription Agreement (incorporated by reference to Appendix A of the Company’s Offering Circular on Form 1-A filed on November 19, 2025)
6.1*   Form of License Agreement between Fundrise Growth eREIT VII, LLC and Fundrise LLC (incorporated by reference to the copy thereof filed as Exhibit 6.1 to the Company’s Offering Circular on Form 1-A filed on February 26, 2020)
6.2*   Form of Fee Waiver Support Agreement between Fundrise Growth eREIT VII, LLC and Fundrise Advisors, LLC (incorporated by reference to the copy thereof filed as Exhibit 6.2 to the Company’s Offering Circular on Form 1-A/A filed on October 10, 2020)
6.3*   Form of Shared Services Agreement between Fundrise Advisors, LLC and Rise Companies Corp. (incorporated by reference to the copy thereof filed as Exhibit 6.3 to the Company’s Offering Circular on Form 1-A filed on February 25, 2020)
6.4*   Second Amended & Restated Limited Liability Company Operating Agreement of Fundrise SFR JV 1, LLC (incorporated by reference to the copy thereof filed as Exhibit 6.4 to the Company’s Form 1-K filed on April 11, 2023)
6.5*   Limited Liability Company Operating Agreement of Fundrise SFR JV 2, LLC (incorporated by reference to the copy thereof filed as Exhibit 6.5 to the Company’s Form 1-K filed on April 11, 2023)

 

* Previously filed

 

14

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on September 24, 2026.

 

  Fundrise Growth eREIT VII, LLC
       
                                                                      By: Fundrise Advisors, LLC, a Delaware limited liability company, its Manager
       
    By: /s/ Benjamin S. Miller 
      Name: Benjamin S. Miller 
      Title: Chief Executive Officer

 

Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Benjamin S. Miller   Chief Executive Officer of Fundrise Advisors, LLC   September 24, 2026
Benjamin S. Miller   (Principal Executive Officer)    
         
/s/ Alison A. Staloch   Chief Financial Officer of Fundrise Advisors, LLC   September 24, 2026
Alison A. Staloch   (Principal Financial Officer and Principal Accounting Officer)    

 

15