UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 1-SA

SEMIANNUAL REPORT

 

 

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

 

For the Semiannual Period Ended June 30, 2026

 

GROUNDFLOOR YIELD, LLC

(Exact name of registrant as specified in its charter)

 

Commission File Number: 024-11411

 

 

Georgia   46-3414189
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
1201 Peachtree St. NE, Suite 1104-400
Atlanta, GA
(Address of principal executive offices)
  30361
(Zip Code)

 

(404) 850-9225
Registrant’s telephone number, including area code

 

PROMISSORY NOTES
(Title of each class of securities issued pursuant to Regulation A)

 

 

 

 

 

Groundfloor YIELD, LLC.

form 1-SA

Semiannual Period Ending June 30, 2026

September 30, 2026

 

DESCRIPTION OF THE COMPANY’S BUSINESS

  

We incorporate by reference the section titled “Description of the Company’s Business,” filed on Form 1-A dated June 23, 2025 and qualified June 25, 2025. Please see this filing on EDGAR.

 

Summary Financial Information

 

The unaudited Condensed Consolidated Statements of Operations data set forth below with respect to the six months ended June 30, 2026 and June 30, 2025, are derived from, and are qualified by reference to, the unaudited Condensed Consolidated Financial Statements and should be read in conjunction with those unaudited Condensed Consolidated Financial Statements and Notes thereto.

 

 

 

 

YIELD

 

Six Months Ended June 30, 2026 and 2025

 

Results of Operations

 

Summary Financial Information

 

The statements of operations data for Groundfloor Yield, LLC. (“Company”) set forth below with respect to the six months ended June 30, 2026 and June 30, 2025, are derived from, and are qualified by reference to, the unaudited Condensed Consolidated Financial Statements and should be read in conjunction with those unaudited Condensed Consolidated Financial Statements and Notes thereto, as well as the unaudited Condensed Consolidated Financial Statements and Notes thereto for Groundfloor Finance, Inc. (“Groundfloor”), our parent and sole member and manager.

 

   Unaudited 
   Six Months Ended June 30, 
   2026   2025 
Net interest income:          
Interest income  $7,131,808   $3,878,879 
Interest expense   (4,510,018)   (3,878,879)
Net interest income   2,621,790    - 
Net Revenue   2,621,790    - 
Gross profit   2,621,790    - 
Operating expenses:          
General and administrative   4,783    20,375 
Total operating expenses   4,783    20,375 
Loss from operations   2,617,007    (20,375)
Net loss  $2,617,007   $(20,375)

 

In our audited Financial Statements for the fiscal year ended December 31, 2025, our auditors expressed in their opinion substantial doubt about our ability to continue as a going concern. Since the inception of Groundfloor Yield, LLC and our parent company Groundfloor Finance, Inc., the Company has financed its operations through debt and equity financings. The Company intends to continue financing its activities and working capital needs largely from private financing from individual investors and venture capital firms until such time that funds provided by operations are sufficient to fund working capital requirements.

 

Net Revenue

 

Net revenue for the six months ended June 30, 2026, and June 30, 2025, was $2,261,790 and $0, respectively. The Company issued 15 and 35 Stairs Notes during the six months ended June 30, 2026, and June 30, 2025, respectively. Interest income is earned on intercompany receivables between the Company and Groundfloor or one of its wholly-owned subsidiaries, which is equal to the interest expense incurred on Stairs Notes issued to third-party investors. Groundfloor Yield also earns interest income on its beneficial interest receivable from Groundfloor, which was $2,261,790 and $0, for the six months ended June 30, 2026 and 2025, respectively.

 

 General and Administrative Expense

 

General and administrative expense for six months ended June 30, 2026 and 2025, was $4,783 and $20,375, respectively. General and administrative expenses represent all regulatory, legal, and filing expenses incurred by the Company.

 

 

 

 

Net Loss

 

Net income for the six months ended June 30, 2026 was $2,617,007, compared to net loss for the six months ended June 30, 2025 of $20,375.

 

Liquidity and Capital Resources

 

The unaudited Condensed Consolidated Financial Statements included in this Offering Circular have been prepared assuming that Groundfloor Yield, LLC will continue as a going concern. The unaudited Condensed Consolidated Financial Statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should Groundfloor Yield, LLC be unable to continue as a going concern.

 

The Company has member’s equity as of June 30, 2026 and December 31, 2025, of $7,978,465, and $5,361,458, respectively. Since our inception, the Company has financed its operations through debt and equity financing from various sources. The Company is dependent upon raising additional capital or seeking additional equity financing to fund its current operating plans for the foreseeable future. Failure to obtain sufficient equity financing and, ultimately, to achieve profitable operations and positive cash flows from operations could adversely affect our ability to achieve its business objectives and continue as a going concern. Further, there can be no assurance as to the availability or terms upon which the required financing and capital might be available.

 

   Unaudited 
   Six Months Ended June 30, 
   2026   2025 
Operating activities  $4,704,281   $(32,476,193)
Investing activities   (20,475,233)   (479,967)
Financing activities   15,881,700    479,967 
Net increase (decrease) in cash and restricted cash  $110,748   $(32,476,193)

 

Net cash flows provided by operating activities for the six months ended June 30, 2026, was $4.7 million compared to net cash flows used by operating activities for the six months ended and June 30, 2025 of $32.5 million. Net cash flows from operating activities primarily represents the transfer of cash from the proceeds of the issuance of Class A notes to the Parent, offset by cash received from the payoff of loans related to Class A notes.

 

Net cash flows used in investing activities for the six months ended June 30, 2026 and June 30, 2025 was $20.5 million and $0.5 million, respectively. Net cash flows from investing activities primarily represents disbursements made to Groundfloor offset by proceeds received from repayments by Groundfloor.

 

Net cash flows provided by financing activities for the six months ended June 30, 2026 was $15.9 million compared to net cash flows used in financing activities for the six months ended June 30, 2025 of $0.5 million. Net cash flows from financing activities primarily represents proceeds from the issuance of promissory notes to investors through the Stairs Platform offset by repayments of Stairs Notes to investors.

 

In May 2025, the Parent completed the issuance of $62,063,000 Class A mortgage-backed notes (“2025 Class A Notes”) through a newly created entity, Groundfloor Mortgage Trust 2025-1(“Issuer”). The 2025 Class A Notes have a stated maturity date of May 2028 and are secured by the underlying Loans of the Issuer. The interest rate on the 2025 Class A Notes is 7.16625% and payments on the 2025 Class A Notes are made on the 25th of each month beginning in June 2025. The stated final payment date of the Notes will be in May 2028. The Parent holds the responsibility to repay the 2025 Class A Note holders. The Company will collect repayments on loans that are collateral of the 2025 Class A Notes and remit those repayments to the Issuer. The underlying loans have maturity dates through September 2026.

 

 

 

 

In February 2026, the Parent completed the issuance of $56,250,000 Class A mortgage-backed notes (“2026 Class A Notes”) through a newly created entity, Groundfloor Mortgage Trust 2026-1 (“2026-1 Issuer”). The 2026 Class A Notes have a stated maturity date of May 2029 and are secured by the underlying Loans of the 2026-1 Issuer. The interest rate on the 2026 Class A Notes is 6.193% and payments on the 2026 Class A Notes are made on the 25th of each month beginning in March 2026. The stated final payment date of the Notes will be in May 2029. The Parent holds the responsibility to repay the 2025 Class A Note holders. The Company will collect repayments on loans that are collateral of the 2025 Class A Notes and remit those repayments to the Issuer. The underlying loans have maturity dates through January 2028.

 

 

 

 

GROUNDFLOOR YIELD, LLC

 

Condensed Consolidated Financial Statements (Unaudited)

 

As of June 30, 2026 and December 31, 2025

and for the six-month periods ended June 30, 2026 and 2025

 

 

 

 

Groundfloor Yield, LLC

 

Table of Contents

 

Condensed Consolidated Financial Statements (unaudited)   
    
Condensed Consolidated Balance Sheets (unaudited)  F-2
    
Condensed Consolidated Statements of Operations (unaudited)  F-3
    
Condensed Consolidated Statements of Member’s Deficit (unaudited)  F-4
    
Condensed Consolidated Statements of Cash Flows (unaudited)  F-5
    
Notes to Condensed Consolidated Financial Statements (unaudited)  F-6

 

F-1

 

 

GROUNDFLOOR YIELD, LLC

 

Condensed Consolidated Balance Sheets (Unaudited)

 

   June 30, 2026   December 31, 2025 
Assets          
Current assets:          
Restricted cash  $15,641,710   $15,530,962 
Beneficial interest receivable   57,289,403    44,784,322 
Interest receivable   709,550    1,553,152 
Short-term intercompany receivable   55,244,312    43,561,197 
Total current assets   128,884,975    105,429,633 
Long-term intercompany receivable   6,611,751    12,407,205 
Total assets  $135,496,726   $117,836,838 
Liabilities and Member’s Equity          
Current liabilities:          
Accrued interest payable  $709,550   $1,553,152 
Related party payable   215,506    210,723 
Short-term notes payable   119,981,454    98,304,300 
Total current liabilities   120,906,510    100,068,175 
Long-term notes payable   6,611,751    12,407,205 
Total liabilities   127,518,261    112,475,380 
Member’s equity:          
Member’s capital   100    100 
Member’s equity   7,978,365    5,361,358 
Member’s equity   7,978,465    5,361,458 
Total liabilities and member’s equity  $135,496,726   $117,836,838 

 

See accompanying notes to consolidated financial statements

 

F-2

 

 

GROUNDFLOOR YIELD, LLC

 

Condensed Consolidated Statements of Operations (Unaudited)

 

   Six Months Ended June 30, 
   2026   2025 
Net interest income:          
Interest income  $7,131,808   $3,878,879 
Interest expense   (4,510,018)   (3,878,879)
Net interest income   2,621,790    - 
Net revenue   2,621,790    - 
Gross Profit   2,621,790    - 
Operating expense:          
General and administrative   4,783    20,375 
Total operating expense   4,783    20,375 
Loss from operations   2,617,007    (20,375)
Net loss  $2,617,007   $(20,375)

 

See accompanying notes to condensed consolidated financial statements.

 

F-3

 

 

GROUNDFLOOR YIELD, LLC

 

Condensed Consolidated Statements of Member’s Equity (Deficit) (Unaudited)

 

   Member’s   Net   Total 
   Contribution   Income   Member’s Equity 
Member’s equity as of December 31, 2025  $100   $5,361,358   $5,361,458 
Net income   -    2,617,007    2,617,007 
Member’s equity as of June 30, 2026  $100   $7,978,365   $7,978,465 
                
   Member’s   Net   Total 
   Contribution   Loss   Member’s Deficit 
Member’s deficit as of December 31, 2024  $100   $(163,878)  $(163,778)
Net loss   -    (20,375)   (20,375)
Member’s deficit as of June 30, 2025  $100   $(184,253)  $(184,153)

 

See accompanying notes to condensed consolidated financial statements.

 

F-4

 

 

GROUNDFLOOR YIELD, LLC

 

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

   Six Months Ended June 30, 
   2026   2025 
Cash flows from operating activities          
Net loss  $2,617,007   $(20,375)
Adjustments to reconcile net loss to net cash used in operating activities:          
Changes in operating assets and liabilities:          
    Interest receivable   843,602    (98,215)
    Accrued interest payable   (843,602)   98,215 
    Related party payable   4,783    20,375 
    Beneficial interest receivable   (12,505,081)   (19,768,759)
    Short-term intercompany receivable   14,587,572    (12,707,434)
Net cash flows from operating activities   4,704,281    (32,476,193)
Cash flows from investing activities          
Payments to Groundfloor Holdings   (184,725,341)   (174,899,000)
Proceeds from Groundfloor Holdings   164,250,108    174,419,033 
Net cash flow from investing activities   (20,475,233)   (479,967)
Cash flows from financing activities          
Proceeds from Stairs Notes   184,725,341    174,899,000 
Repayments of Stairs Notes   (164,250,108)   (174,419,033)
Repayments of notes   (4,593,533)     
Net cash flows from financing activities   15,881,700    479,967 
Net increase (decrease) in cash and restricted cash   110,748    (32,476,193)
Cash and restricted cash as of beginning of the year   15,530,962    63,796,587 
Cash and restricted cash as of end of the year  $15,641,710   $31,320,394 

 

   Six Months Ended June 30, 
   2026   2025 
Supplemental disclosure of noncash investing and financing activities:          
Class A notes receivable assigned from GF Mortgage Trust  $56,250,000   $62,063,000 
Class A notes receivable assigned to the Parent   56,250,000    62,063,000 

 

See accompanying notes to condensed consolidated financial statements.

 

F-5

 

 

GROUNDFLOOR YIELD, LLC

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Description of Business

 

Our financial statements include Groundfloor Yield, LLC (the “Company”), a Georgia limited liability company formed on April 10, 2020. It is a wholly-owned subsidiary of Groundfloor Finance Inc. (“Groundfloor”, “Parent”), a Georgia Corporation. The Company has a wholly-owned subsidiary, Groundfloor Depositor, LLC.

 

Groundfloor Yield, LLC was created for the purpose and primary business function of issuing short-term secured promissory notes to accredited and non-accredited investors (“Investors”), referred to as “Groundfloor Notes”. The Company also facilitates the selling of real estate loans receivable that serve as collateral for securitizations from the Parent. Groundfloor Depositor, LLC was created to acquire real estate loans receivable for inclusion in securitizations from the Parent.

 

Stairs Notes are offered to Investors on a smartphone application (the “Mobile App”), which is owned and operated by the Company. Funds from the sale of Stairs Notes are transferred to Groundfloor or one of its wholly-owned subsidiaries, for use in originating and servicing loans.

 

Stairs Notes are secured by a first-priority security interest in the assets of the Company, which consists principally of the intercompany receivables owed to the Company from Groundfloor.

 

Basis of Presentation and Liquidity

 

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.

 

Operations since inception have consisted primarily of organizing the Company. The accompanying Condensed Consolidated Financial Statements have been prepared on a basis which assumes that the Company will continue as a going concern. The Company has not earned any revenue since its inception. The ultimate success of the Company is dependent on management’s ability to develop and market its products and services at levels sufficient to generate operating revenues in excess of expenses.

 

Management evaluated the condition of the Company and has determined that until such sales levels can be achieved, management will need to secure additional capital to continue growing working capital and fund product development and operations. There is substantial doubt that the Company will continue as a going concern for at least one year following the date these financial statements were issued without additional financing.

 

Management intends to fund operations by capital obtained from Groundfloor. However, there are no assurances that the Company can be successful in obtaining the additional capital or such financing will be on terms favorable or acceptable to the Company or Groundfloor.

 

The consolidated financial statements do not include any adjustments that might result from the outcome of the uncertainties described in the financial statements. In addition, the financial statements do not include any adjustments relating to the recoverability and classification of assets nor the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. In developing estimates and assumptions, management uses all available information; however, actual results could materially differ from those estimates and assumptions.

 

F-6

 

 

GROUNDFLOOR YIELD, LLC

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments purchased with original maturity of three months or less to be cash equivalents. The Company has no cash or cash equivalents as of June 30, 2026 or December 31, 2025. From time to time, the Company could maintain cash deposits in excess of federally insured limits. The Company believes credit risk related to its cash and cash equivalents to be minimal.

 

Restricted Cash

 

Included in the accompanying Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 is restricted cash of $15,641,710 and $15,530,962, respectively. These balances represent funds received in exchange for the loans to developers transferred to Groundfloor Mortgage Trust (“Issuer”) which serve as collateral for the Class A Notes Payable issued by the parent company, as well as loan repayments collected to serve as Class A Notes repayments. Refer to Note 2: Variable Interest Entities for more detail.

 

Residual Interest Receivable

 

Residual interest receivable represents the overcollateralization of loans receivable from the parent related to the bond offering. As of June 30, 2026 and December 31, 2025, the Company had $57,289,403, and $44,784,322, respectively, of residual interest receivable from Groundfloor Finance, Inc. The Company earned interest on its residual interest in the bond offerings. For the six months ended June 30, 2026 and 2025, the Company recorded $2,621,790 and $0 of interest income related to its residual interest receivable, respectively, recorded within “Interest income” in the Company’s Consolidated Statement of Operations.

 

Stairs Notes

 

The Company entered into various Stairs Notes with Investors during the six months ended June 30, 2026 and June 30, 2025. The Stairs Notes are issued and secured by the assets of the Company. Investors in Stairs Notes do not directly invest in Loans held by the Company; rather, the Stairs Notes are general obligations of the Company, and the proceeds thereof can be used at the discretion of the business as business needs change. The Stairs Notes generated by the Mobile App remain on the balance sheet of the Company for the life of the note, and they accrue interest during this time. Once the Stairs Note’s term is over, both principal and accrued interest earned on the investment are automatically reinvested into another Stairs Note. This cycle continues until the Investors choose to remove their funds from the application. If Investors elect to remove their funds prior to the maturity date of the Stairs Note, the interest earned on that Stairs Note is forfeited.

 

During the six months ended June 30, 2026 and 2025, there were a total of 15 and 35 Stairs Notes entered into, respectively. The principal sum of $108,852,738 and $88,377,505 remained outstanding as of June 30, 2026 and December 31, 2025, respectively, and is presented in “Short-term notes payable” on the Company’s Condensed Consolidated Balance Sheets. The principal sum of $0 remained outstanding as of June 30, 2026 and December 31, 2025, and is presented in “Long-term notes payable” on the Company’s Consolidated Balance Sheets.

 

Interest paid to Investors totaled $3,580,226 and $3,780,664 for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026 and 2025, we recognized interest income of $4,510,018 and $3,878,879, respectively, which is presented within “Interest income” in our Condensed Consolidated Statement of Operations. Additionally, during the six months ended June 30, 2026 and 2025, the Company recognized interest expense on notes payable of $4,510,018 and $3,878,879, respectively, which is presented within “Interest expense” in our Condensed Consolidated Statement of Operations. Interest receivable was $597,946 and $513,152 as of June 30, 2026 and December 31, 2025, respectively, and is presented within “Interest receivable” in the Company’s Condensed Consolidated Balance Sheets. Accrued interest payable, presented within “Interest payable” in the Company’s Condensed Consolidated Balance Sheets, was $597,946 and $513,152 as of June 30, 2026 and December 31, 2025, respectively.

 

F-7

 

 

GROUNDFLOOR YIELD, LLC

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

Intercompany Receivable

 

Cash received from investors through the issuance of Stairs Notes is transferred to Groundfloor or one of its wholly-owned subsidiaries, therefore creating an intercompany receivable equal to the amount of cash invested in the Stairs Notes. It is the responsibility of Groundfloor to repay the Company the amount equal to accrued interest at the conclusion of the Stairs Notes’ term. Upon repayment of intercompany receivables and interest, the Company will reinvest the combined funds into the next available Stairs Note or remit payment of the Stairs Note and the related earned interest to the Investor, should the Investor request to withdraw funds. The principal of $55,244,312 and $43,561,197 remained outstanding as of June 30, 2026, and December 31, 2025, respectively, and is presented in “Short-term intercompany receivable” on the Condensed Consolidated Balance Sheets. The principal of $6,611,751 and $12,407,205 remained outstanding as of June 30, 2026, and December 31, 2025, respectively, and is presented in “Long-term intercompany receivable” on the Condensed Consolidated Balance Sheets.

 

Member’s Deficit

 

Groundfloor is the sole member (“Member”) of the Company. Groundfloor contributed cash of $100 to the Company but has no further obligations to make any further capital contributions to the Company.

 

The business of the Company shall be managed by a manager who shall be appointed from time to time by the Member. The initial manager of the Company is Groundfloor. Liability to the Company by the manager is limited to those items provided for in the Georgia Limited Liability Company Act.

 

Income Taxes

 

Under current United States (“U.S.”) income tax laws, the taxable income or loss of a limited liability company is reported in the income tax returns of the members. Accordingly, no provision for U.S. federal or state income taxes is reflected in the accompanying financial statements.

 

The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

 

Related Party Transactions

 

The Company intends to finance its operations through funds received from Groundfloor.

 

The Company will reimburse Groundfloor for out-of-pocket expenses paid to third parties in connection with providing services to the Company. This does not include Groundfloor’s overhead, employee costs borne by Groundfloor, utilities or technology costs. For the six months ended June 30, 2026 and 2025, Groundfloor incurred $4,783 and $41,963, respectively, of costs on the Company’s behalf. As of June 30, 2026 and December 31, 2025, $215,506 and $210,723 were payable to Groundfloor, respectively.

 

Groundfloor Loans 2, LLC

 

In 2025, The Company issued a note payable to Groundfloor Loans 2, LLC in the amount of $22,334,000. The note will make payments of interest and principal beginning in January 2026 through its maturity date of January 2028. The note bears a variable interest rate and had an interest rate of 10% as of June 30, 2026. As of June 30, 2026, $17,740,467 was outstanding; $11,128,716 within “Short-term notes payable”, and $6,611,751 within “Long-term notes payable” in the Company’s Consolidated Balance Sheet. As of December 31, 2025, $22,334,000 was outstanding; $9,926,795 within “Short-term notes payable”, and $12,407,205 within “Long-term notes payable” in the Company’s Consolidated Balance Sheet. Interest paid for this note payable totaled $1,773,394 and $0 for the six months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the Company recognized interest expense of $844,998 and $0 related to this note, respectively. As of June 30, 2026 and December 31, 2025, the Company had accrued interest receivable of $111,604 and $1,040,000, respectively, presented within “interest receivable” within the Company’s Condensed Consolidated Balance Sheets. As of June 30, 2026 and December 31, 2025, the Company had accrued interest payable of $111,604 and $1,040,000, respectively, related to this note, presented within “interest payable” within the Company’s Condensed Consolidated Balance Sheets.

 

F-8

 

 

GROUNDFLOOR YIELD, LLC

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 2: VARIABLE INTEREST ENTITIES AND CLASS A NOTES RECEIVABLE

 

In December 2024, the Parent completed the issuance of $57,986,000 Class A mortgage-backed notes (“2024 Class A Notes”) through a newly created entity, Groundfloor Mortgage Trust (“Issuer”).

 

Under the provisions of ASC 810, Consolidation, we have determined that the Issuer is a VIE for which the Company is not the primary beneficiary. The Company records its investment in this entity through the residual interest receivable in the Company’s Consolidated Balance Sheet.

 

In connection with the 2024 Class A Notes issuance, the Company contributed loans to the Issuer with a carrying value of $77,315,563, which serve as collateral to the 2024 Class A Notes. In exchange, the Company received 2024 Class A Notes of $57,986,000 and a residual interest receivable of $19,329,563. Simultaneously, the 2024 Class A Notes were sold to a third party in exchange for cash of $57,986,000. The Parent holds the responsibility to repay the 2024 Class A Note holders. The Company will collect repayments on loans that are collateral of the 2024 Class A Notes and remit those repayments to the Issuer. The underlying loans have maturity dates through October 2025.

 

In May 2025, the Company completed the issuance of $62,063,000 Class A mortgage-backed notes (“2025 Class A Notes”) through a newly created entity, Groundfloor Mortgage Trust 2025-1, LLC (“2025-1 Issuer”).

 

Under the provisions of ASC 810, Consolidation, we have determined that the 2025-1 Issuer is a VIE for which the Company is not the primary beneficiary. The Company records its investment in this entity through the residual interest receivable in the Company’s Consolidated Balance Sheet.

 

In connection with the 2025 Class A Notes issuance, the Company contributed loans to the 2025-1 Issuer with a carrying value of $82,751,253, which serve as collateral to the 2025 Class A Notes. In exchange, the Company received 2025 Class A Notes for $62,063,000 and a residual interest receivable of $20,688,253. Simultaneously, the 2025 Class A Notes were sold to a third party in exchange for cash of $62,063,000. The Parent holds the responsibility to repay the 2025 Class A Note holders. The Company will collect repayments on loans that are collateral of the 2025 Class A Notes and remit those repayments to the Issuer. The underlying loans have maturity dates through September 2026.

 

In February 2026, the Company completed the issuance of $56,250,000 Class A mortgage-backed notes (“2026 Class A Notes”) through a newly created entity, Groundfloor Mortgage Trust 2026-1, LLC (“2026-1 Issuer”).

 

Under the provisions of ASC 810, Consolidation, we have determined that the 2026-1 Issuer is a VIE for which the Company is not the primary beneficiary. The Company records its investment in this entity through the residual interest receivable in the Company’s Consolidated Balance Sheet.

 

In connection with the 2026 Class A Notes issuance, the Company contributed loans to the 2026-1 Issuer with a carrying value of $75,000,000, which serve as collateral to the 2026 Class A Notes. In exchange, the Company received 2026 Class A Notes for $56,250,000 and a residual interest receivable of $18,750,000. Simultaneously, the 2026 Class A Notes were sold to a third party in exchange for cash of $56,250,000. The Parent holds the responsibility to repay the 2026 Class A Note holders. The Company will collect repayments on loans that are collateral of the 2026 Class A Notes and remit those repayments to the Issuer. The underlying loans have maturity dates through May 2029.

 

As of June 30, 2026, the Company’s maximum potential loss in unconsolidated VIEs is $57,289,403.

 

F-9

 

 

GROUNDFLOOR YIELD, LLC

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 3: SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through September 30, 2026, the date the Condensed Consolidated Financial Statements were available to be issued, and determined that there were no events which have occurred, that would require adjustment to or disclosure in these Condensed Consolidated Financial Statements.

 

F-10

 

 

PART III – EXHIBITS

 

Index to Exhibits

 

Exhibit
Number
  Exhibit Description
(hyperlink)
  Filed
Herewith
  Form   File No   Exhibit   Filing Date
2.1   Groundfloor Yield LLC Articles of Organization       DOS/A   367-00241   Exhibit 2.1   August 21, 2020
2.2   Groundfloor Yield LLC Limited Liability Company Operating Agreement       DOS/A   367-00241   Exhibit 2.2   August 21, 2020
3.1   Form of Promissory Note       1-A/A   024-11411   Exhibit 3.1   April 29, 2021
4.1   Form of Promissory Note Purchase Agreement       1-A/A   024-11411   Exhibit 4.1   April 29, 2021
11.1   Form of Consent of Cherry Bekaert LLP          1-K   24R-00460   Exhibit 11.1   April 1, 2026
12.1   Opinion of Robbins Ross Alloy Belinfante Littlefield LLC       1-A/A   024-11411   Exhibit 12.1   April 29, 2021

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on September 30, 2026.

 

  GROUNDFLOOR YIELD LLC
     
  By: Groundfloor Finance, Inc., its sole member
     
  By: /s/ Nick Bhargava
  Name:  Nick Bhargava
  Title: Executive Vice President, Secretary, and Acting Chief Financial Officer

 

This offering statement has been signed by the following persons, in the capacities, and on the dates indicated.

 

Name and Signature   Title   Date
         
*   President, Chief Executive Officer of Groundfloor Finance Inc.    
Brian Dally   (Principal Executive Officer)    
         
/s/ Nick Bhargava  

Executive Vice President, Secretary, and Acting Chief

Financial Officer of Groundfloor Finance Inc.

   
Nick Bhargava   Principal Financial Officer and Principal Accounting Officer)    
         
*        
Yair Coldfinger   Director    
         
*        
Bruce Boehm   Director    

 

* By:  /s/ Nick Bhargava  
  Attorney-in-fact