UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
October 2, 2026
MACKENZIE REALTY CAPITAL INC.
(Exact name of registrant as specified in its charter)
| Maryland | | 000-55006 | | 45-4355424 |
| (State of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 89 Davis Road, Suite 100 Orinda, California | | 94563 |
| (Address of principal executive offices) | | (Zip Code) |
(925) 631-9100
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value | MKZR | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 7.01 Regulation FD Disclosure.
On or about October 15, 2026, MacKenzie Realty Capital, Inc., will mail a letter to its Series A, B and C preferred stockholders.
The full text of the letters is attached as Exhibit 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Current Report is furnished pursuant to Item 7 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This information will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by Regulation FD.
Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations, or projections relating to items such as the timing of payment of dividends are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations and assumptions with respect to, among other things, future economic, competitive and market conditions and future business decisions that may prove incorrect or inaccurate. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended June 30, 2025, as amended, and its other filings with the Securities and Exchange Commission.
Item 8.01 Other Events.
On or about October 2, 2026, MacKenzie Realty Capital, Inc. mailed a notice letter to holders of Series A, Series B, and Series C Preferred Shares notifying them of the temporary suspension of the Dividend Reinvestment Program. The full text of the letter is attached as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated by reference herein
The Board of Directors has also approved the regular dividends for the quarter ending December 31, 2026 for Series A, Series B, and Series C Preferred shares.
Item 9.01 Financial Statements and Exhibits.
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Exhibit Number
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Description
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MACKENZIE REALTY CAPITAL, INC.
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(Registrant)
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Date: October 2, 2026
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By:
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/s/ Robert Dixon
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Robert Dixon
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President
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0001550913
false
0001550913
2026-10-02
2026-10-02