PART II 2 e7594_1-k.htm PART II

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 1-K

ANNUAL REPORT

 

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

For the fiscal year ended December 31, 2025

 

CONCREIT FUND I LLC

(Exact name of issuer as specified in its charter)

 

Delaware
(State or other jurisdiction of incorporation or organization)
  84-2200971
(I.R.S. Employer Identification No.)
     
1201 3rd Ave Ste 2200
Seattle, WA 98101
(Full mailing address of principal executive offices)
   

 

(206) 350-7570

(Issuer’s telephone number, including area code)

 

Investor Shares

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

 

 

 

Table of Contents

 

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION AND FIGURES 1
Item 1. Business 1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 3
Item 3. Directors and Officers 11
Item 4. Security Ownership of Management and Certain Securityholders 12
Item 5. Interest of Management and Others in Certain Transactions 13
Item 6. Other Information 13
Item 7. Financial Statements 13
Item 8. Exhibits 14

 

 

 

Part II.

 

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION AND FIGURES

 

This annual report on Form 1-K contains forward-looking statements about our business, operations and financial performance, including statements about our plans, strategies and objectives. Our use of words like “believe,” “estimate,” “expect,” “anticipate,” “intend,” “plan,” “seek,” “may,” “will” and similar expressions or statements regarding future periods or events are intended to identify forward-looking statements. These statements address our plans, strategies and objectives for future operations, including in relation to future growth and availability of funds, and are based on current expectations which involve numerous risks, uncertainties and assumptions. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond our control. Although we believe the assumptions underlying the forward-looking statements, and the forward looking statements themselves, are reasonable, any of the assumptions could prove to be inaccurate and, therefore, there can be no assurance that these statements will themselves prove accurate and our actual results, performance and achievements may materially differ from those expressed or implied by these statements as a result of numerous factors, including, without limitation, those discussed elsewhere on this Form 1-K and under the heading “Risk Factors” in our offering circular dated May 5, 2021 (the “Offering Circular”), as the same may be amended or supplemented from time to time, a copy of which may be accessed here, as well as from time to time in our other filings with the Securities and Exchange Commission (the “Commission”).

 

In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our plans, strategies and objectives, which we consider to be reasonable, will be achieved. We do not undertake to revise or update any forward-looking statements.

 

Item 1. Business

 

Concreit Fund I LLC, (the “Company”, “we”, “us”, “our” and Concreit) is a Delaware limited liability company formed to invest in and manage a diversified portfolio of commercial real estate investments located in the United States and Real Estate-Related Securities (as defined herein). We expect to use substantially all of the net proceeds from this offering (the “Offering”) to originate, structure, acquire, purchase, sell, make, fund, or otherwise invest in (i) commercial real estate, including industrial, multifamily, office, retail and other real property types (“Direct CRE”); (ii) loans secured by interests in commercial real estate or personal property, including, industrial, multifamily, office, retail and other real property types (“Real Estate Loans”) and (iii) real estate-related securities, including equity and debt securities of both publicly traded and private companies, including REITs and pass-through entities that own real property or loans secured by real estate, including investments in commercial mortgage-backed securities and derivative instruments (“Real Estate-Related Securities”). Direct CRE, Real Estate Loans, and Real Estate-Related Securities are sometimes collectively referred to as “Real Estate Investments”). Our assets will be located throughout the United States and U.S. territories.

 

We are externally managed by Concreit Fund Management LLC (the “Manager”) which is a wholly owned subsidiary of our sponsor, Concreit Inc. (the “Sponsor” or “Concreit Inc.”). Our Sponsor owns and operates an online investment platform www.concreit.com (the “Concreit Platform”) and the investment mobile application (the “Concreit App”) that allows potential investors to become equity holders in real estate opportunities that may have been historically difficult to access for most retail investors. Through the use of the Concreit Platform and Concreit App, investors can browse and screen real estate investments, view details of an investment and sign legal documents online.

 

We filed an offering statement on Form 1-A, or the Offering Statement, with the United States Securities and Exchange Commission, or the SEC, on March 5, 2020 (File No. 024-11171), which was qualified by the SEC on May 21, 2020. On February 26, 2021, we filed a post-qualification amendment with the SEC to update the business plan, redemption plan, distribution plan, and the retainment of Dalmore Group, LLC as broker-dealer through a broker-dealer agreement, among others, which was qualified by the SEC on May 13, 2021. On July 2, 2024, we filed a new offering statement on Form 1-A (File No. 024-12457) with the SEC to continue the offering, which, as amended, was qualified by the SEC on June 30, 2025.

 

1

 

 

Investment Strategy

 

We expect to use substantially all of the net proceeds from this Fund to invest in a diversified portfolio of Direct CRE and Real Estate-Related Securities. We intend to invest at least 80% of the total value of our assets in Direct CRE and Real Estate-Related Securities. Direct CRE may encompass a wide variety of commercial real estate, including industrial, multifamily, office, retail and other real property types. Further, Direct CRE may include whole or partial interests in real properties as well as mortgage debt, mezzanine debt and other direct real estate investments. Real Estate-Related Securities may include equity and debt securities of both publicly traded and private companies, including REITs and pass-through entities that own real property or loans secured by real estate, including investments in commercial mortgage-backed securities and derivative instruments.

 

We will seek to create and maintain a portfolio of Real Estate Investments that generate a low volatility income stream of attractive, frequent, and consistent cash distributions. Our focus on investing in debt instruments will emphasize the payment of current returns to investors and preservation of invested capital. We also intend to diversify our portfolio by investing in equity instruments in real estate-related companies, subject to certain limitations related to our intended qualification as a REIT and to maintain our exclusion under the Investment Company Act. We will also seek to realize growth in the value of our Real Estate Investments by timing their sale to maximize value.

 

On a long-term basis, under normal market conditions, we will seek to allocate the Company’s portfolio generally in accordance with our strategy to maximize our operating cash flow and preserve our invested capital, subject to certain limitations related to our intended qualification as a REIT and to maintain our exclusion under the Investment Company Act.

 

In executing our business strategy, we believe that we will benefit from our Manager’s affiliation with our Sponsor, given our Sponsor’s capabilities to provide relevant technology. Among others, these competitive advantages include:

 

  ● Unique technology platform to introduce efficiencies with investor relationship management;
     
  ● Systems to facilitate and help manage redemption requests for investors;
     
  ● Accounting platform automation to ensure accuracy & transparency.

 

Investment Objectives

 

Our primary investment objectives are:.

 

  ● to pay attractive and consistent distributions by rigorously evaluating numerous investment opportunities to find those that can support the distribution target;
     
  ● to create a portfolio of diversified Real Estate Investments; and
     
  ● to preserve, protect and return your capital contribution.

 

We cannot assure you that we will attain these objectives or that the value of our assets will not decrease. Furthermore, within our investment objectives and policies, our Manager will have substantial discretion with respect to the selection of specific investments and the purchase and sale of our assets.

 

Competition

 

Our net income depends, in large part, on our ability to originate Real Estate Investments with attractive risk-adjusted yields. In originating these Real Estate Investments, we compete with many other entities engaged in real estate investment activities, including individuals, corporations, insurance company investment accounts, other REITs, private real estate funds, and other entities engaged in real estate investment activities, many of which have greater financial resources and lower costs of capital available to them than we have. In addition, there are numerous REITs with asset acquisition objectives similar to ours, and others may be organized in the future, which may increase competition for the Real Estate Investments suitable for us.

 

2

 

 

Competitive variables include market presence and visibility, amount of capital to be invested per investment and underwriting standards. To the extent that a competitor is willing to risk larger amounts of capital in a particular transaction or to employ more liberal underwriting standards when evaluating potential Real Estate Investments than we are, our investment volume and profit margins for our investment portfolio could be impacted. Our competitors may also be willing to accept lower returns on their investments and may succeed in buying the assets that we have targeted for acquisition. Although we believe that we are well positioned to compete effectively in each facet of our business, there is enormous competition in our market sector and there can be no assurance that we will compete effectively or that we will not encounter increased competition in the future that could limit our ability to conduct our business effectively.

 

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 latest offering circular filed with the SEC (the “Offering Circular”), which may be accessed here, 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 investor shares.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and related notes that are included elsewhere in this Annual Report. This discussion contains forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors,” “Special Note Regarding Forward Looking Information” and in other parts of this Annual Report.

 

Offering Results

 

During the years ended December 31, 2025 and 2024, we had raised total gross offering proceeds of approximately $3,366,633 and $2,930,852 (excluding redemptions) in exchange for 3,506,909 and 3,052,970 investor shares, respectively.

 

Concreit Fund Management LLC is our Manager. As our Manager, it is responsible for directing the management of our business and affairs, managing our day-to-day operations, implementing our investment strategy, and manage our portfolio of Real Estate Investments. Our Manager also has the authority to make all of the decisions regarding our Real Estate Investments, subject to the limitation in our Operating Agreement. Our Manager will also provide asset management, marketing, other administrative services on our behalf.

 

We elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the taxable year ended December 31, 2024, and qualified for taxation as a REIT for such year. We intend to continue to qualify and be taxed as a REIT for the taxable year ending December 31, 2025 and thereafter.

 

As a REIT, we generally are not subject to U.S. federal income tax on the portion of our taxable income distributed to our Investor Members, provided that we continue to satisfy the applicable organizational and operational requirements under the Code. If we fail to qualify as a REIT in any taxable year, we would be subject to U.S. federal income tax at regular corporate rates and generally would be precluded from re-electing REIT status for four taxable years following the year of disqualification.

 

We believe we are organized and operating in conformity with the requirements for REIT qualification and intend to continue to operate in a manner that will enable us to maintain such qualification.

 

3

 

 

Distributions

 

The Manager may at any time, in its sole discretion, make and pay distributions of the Fund’s net cash flow or other assets to the Members. In determining cash flow available for distribution, the Manager may deduct any amounts necessary in its sole discretion in the following order of priority to (i) meet expenses and liabilities of the Company, including the one percent (1%) Management Fee as described in the Management Agreement, and establish reserves therefore, (ii) accommodate redemption requests under the Redemption Plan, and/or establish reserves therefore, and/or (iii) meet distributions under its Bonus Program and/or establish reserves therefore. Net capital event proceeds are not generally expected to be distributed. The Manager may, in its sole discretion, make and pay distributions of cash or other assets of the Company.

 

Cash flow available for distribution will then be divided between the Members as follows:

 

  (i) First, one hundred percent (100%), pro rata to each Investor Member until the such Investor Member has received aggregate distributions for any accrued and unpaid Preferred Return Hurdle. The “Preferred Return Hurdle” means five percent (5%) per annum (0.416667% per month) of the Investor Member’s investment amount, which will be pro-rated based on a three hundred sixty (360) day year (for the avoidance of doubt, this step is intended to represent the applicable calendar month and any remaining shortfall of the pro-rated portion of the Preferred Return Hurdle from the prior calculation periods of that fiscal year);
     
  (ii) Thereafter, one hundred percent (100%) to the Investor Members.

 

We expect that our Manager will declare and pay distributions as of the last day of each calendar month. Therefore, new investors can expect to receive distributions as of the last day of each calendar month commencing as of the date of this Form 1-K. Investor Members will be entitled to declared distributions on each of their Investor Shares, including the Investor Shares issued under the Reinvestment Plan until Investor Shares are redeemed under the Redemption Plan, if ever.

 

We are required to make distributions sufficient to satisfy the requirements for qualification as a REIT for U.S. federal income tax purposes. Generally, income distributed will not be taxable to us under the Code if we distribute at least 90% of our REIT taxable income each year (computed without regard to the dividends paid deduction and our net capital gain). Distributions will be authorized at the discretion of our Manager, in accordance with our earnings, present and reasonably projected future cash flows and general financial condition. Our Manager’s discretion will be directed, in substantial part, by its obligation to cause us to comply with the REIT requirements and to avoid U.S. federal income and excise taxes on retained income and gains.

 

We are not prohibited from distributing our own securities in lieu of making cash distributions to Investor Members. Our Operating Agreement also gives the Manager the right to distribute other assets rather than cash. The receipt of our securities or assets in lieu of cash distributions may cause Investor Members to incur transaction expenses in liquidating the securities or assets. We do not have any current intention to list our Investor Shares on a stock exchange or other trading market, nor is it expected that a public market for the Investor Shares will develop.

 

Although our goal is to fund the payment of distributions solely from cash flow from operations, we may pay distributions from other sources, including the net proceeds of this Fund, cash advances by our Manager, cash resulting from a waiver of fees or reimbursements due to our Manager, borrowings in anticipation of future operating cash flow and the issuance of additional securities, and we have no limit on the amounts we may pay from such other sources. If we fund distributions from financings or the net proceeds from this Fund, we will have less funds available for investment in Real Estate Investments. We expect that our cash flow from operations available for distribution will be lower in the initial stages of this Fund until we have raised significant capital and made substantial Real Estate Investments. Further, because we may receive income at various times during our fiscal year and because we may need cash flow from operations during a particular period to fund expenses, we expect that during the early stages of our operations and from time to time thereafter, we may declare distributions in anticipation of cash flow that we expect to receive during a later period and these distributions would be paid in advance of our actual receipt of these funds. In these instances, we expect to look to third party borrowings, our offering proceeds or other sources to fund our distributions. Additionally, we will make certain payments to our Manager for services provided to us. See “Management Compensation.” Such payments will reduce the amount of cash available for distributions. Finally, payments to fulfill redemption requests under our Redemption Plan will also reduce funds available for distribution to remaining Investor Members.

 

4

 

 

Our distributions will 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 holder’s adjusted tax basis in the holder’s shares, and to the extent that it exceeds the holder’s adjusted tax basis will be treated as gain resulting from a sale or exchange of such shares.

 

The following table summarizes the distributions declared and paid, or to be paid, by the Company since December 31, 2022 throughout May 1, 2026  :

 

Distribution Period   Daily Distribution Amount per Investor Share   Date of Declaration   Payment Date   Annualized Yield(1)
  12/31/2022 – 01/06/2023     $ 0.000146666667       12/30/2022     01/06/2023     5.28 %
  01/07/2023 – 01/13/2023     $ 0.000146666667       12/30/2022     01/13/2023     5.28 %
  01/14/2023 – 01/20/2023     $ 0.000146666667       12/30/2022     01/20/2023     5.28 %
  01/21/2023 – 01/27/2023     $ 0.000146666667       12/30/2022     01/27/2023     5.28 %
  01/28/2023 – 02/03/2023     $ 0.000146666667       12/30/2022     02/03/2023     5.28 %
  02/04/2023 – 02/10/2023     $ 0.000159722222       01/31/2023     02/10/2023     5.75 %
  02/11/2023 – 02/17/2023     $ 0.000159722222       01/31/2023     02/17/2023     5.75 %
  02/18/2023 – 02/24/2023     $ 0.000159722222       01/31/2023     02/24/2023     5.75 %
  02/25/2023 – 03/03/2023     $ 0.000159722222       01/31/2023     03/03/2023     5.75 %
  03/04/2023 – 03/10/2023     $ 0.000159722222       02/28/2023     03/10/2023     5.75 %
  03/11/2023 – 03/17/2023     $ 0.000159722222       02/28/2023     03/17/2023     5.75 %
  03/18/2023 – 03/24/2023     $ 0.000159722222       02/28/2023     03/24/2023     5.75 %
  03/25/2023 – 03/31/2023     $ 0.000159722222       02/28/2023     03/31/2023     5.75 %
  04/01/2023 – 04/07/2023     $ 0.000116250000       03/31/2023     04/07/2023     5.85 %
  04/08/2023 – 04/14/2023     $ 0.000116250000       03/31/2023     04/14/2023     5.85 %
  04/15/2023 – 04/21/2023     $ 0.000116250000       03/31/2023     04/21/2023     5.85 %
  04/22/2023 – 04/28/2023     $ 0.000116250000       03/31/2023     04/28/2023     5.85 %
  04/29/2023 – 05/05/2023     $ 0.000116250000       03/31/2023     05/05/2023     5.85 %
  05/06/2023 – 05/12/2023     $ 0.000116250000       04/30/2023     05/12/2023     5.85 %
  05/13/2023 – 05/19/2023     $ 0.000116250000       04/30/2023     05/19/2023     5.85 %
  05/20/2023 – 05/26/2023     $ 0.000116250000       04/30/2023     05/26/2023     5.85 %
  05/27/2023 – 06/02/2023     $ 0.000116250000       05/31/2023     06/02/2023     5.85 %
  06/03/2023 – 06/09/2023     $ 0.000165277778       05/31/2023     06/09/2023     5.95 %
  06/10/2023 – 06/16/2023     $ 0.000165277778       05/31/2023     06/16/2023     5.95 %
  06/17/2023 – 06/23/2023     $ 0.000165277778       05/31/2023     06/23/2023     5.95 %
  06/24/2023 – 06/30/2023     $ 0.000165277778       05/31/2023     06/30/2023     5.95 %
  07/01/2023 – 07/07/2023     $ 0.000165277778       06/30/2023     07/07/2023     5.95 %
  07/08/2023 – 07/14/2023     $ 0.000165277778       06/30/2023     07/14/2023     5.95 %
  07/15/2023 – 07/21/2023     $ 0.000165277778       06/30/2023     07/21/2023     5.95 %
  07/22/2023 – 07/28/2023     $ 0.000165277778       06/30/2023     07/28/2023     5.95 %
  07/29/2023 – 08/04/2023     $ 0.000165277778       06/30/2023     08/04/2023     5.95 %
  08/05/2023 – 08/11/2023     $ 0.000169444444       07/31/2023     08/11/2023     6.10 %
  08/12/2023 – 08/18/2023     $ 0.000169444444       07/31/2023     08/18/2023     6.10 %
  08/19/2023 – 08/25/2023     $ 0.000169444444       07/31/2023     08/25/2023     6.10 %
  08/26/2023 – 09/01/2023     $ 0.000169444444       07/31/2023     09/01/2023     6.10 %
  09/02/2023 – 09/08/2023     $ 0.000169444444       08/31/2023     09/08/2023     6.10 %
  09/09/2023 – 09/15/2023     $ 0.000169444444       08/31/2023     09/15/2023     6.10 %
  09/16/2023 – 09/22/2023     $ 0.000169444444       08/31/2023     09/22/2023     6.10 %
  09/23/2023 – 09/29/2023     $ 0.000169444444       08/31/2023     09/29/2023     6.10 %
  09/30/2023 – 10/06/2023     $ 0.000170833333       09/30/2023     10/06/2023     6.15 %
  10/07/2023 – 10/13/2023     $ 0.000170833333       09/30/2023     10/13/2023     6.15 %

 

5

 

 

 10/14/2023 – 10/20/2023   $0.000170833333    09/30/2023    10/20/2023    6.15%
 10/21/2023 – 10/27/2023   $0.000170833333    09/30/2023    10/27/2023    6.15%
 10/28/2023 – 11/03/2023   $0.000170833333    09/30/2023    11/03/2023    6.15%
 11/04/2023 – 11/10/2023   $0.000170833333    10/31/2023    11/10/2023    6.15%
 11/11/2023 – 11/17/2023   $0.000170833333    10/31/2023    11/17/2023    6.15%
 11/18/2023 – 11/24/2023   $0.000170833333    10/31/2023    11/24/2023    6.15%
 11/25/2023 – 12/01/2023   $0.000170833333    10/31/2023    12/01/2023    6.15%
 12/02/2023 – 12/08/2023   $0.000170833333    11/30/2023    12/08/2023    6.15%
 12/09/2023 – 12/15/2023   $0.000170833333    11/30/2023    12/15/2023    6.15%
 12/16/2023 – 12/22/2023   $0.000170833333    11/30/2023    12/22/2023    6.15%
 12/23/2023 – 12/29/2023   $0.000170833333    11/30/2023    12/29/2023    6.15%
 12/30/2023 – 01/05/2023   $0.000170833333    12/31/2023    01/05/2024    6.15%
 01/06/2024 – 01/12/2024   $0.000170833333    12/31/2023    01/12/2024    6.15%
 01/13/2024 – 01/19/2024   $0.000170833333    12/31/2023    01/19/2024    6.15%
 01/20/2024 – 01/26/2024   $0.000170833333    12/31/2023    01/26/2024    6.15%
 01/27/2024 – 02/02/2024   $0.000170833333    12/31/2023    02/02/2024    6.15%
 02/03/2024 – 02/09/2024   $0.000170833333    01/31/2024    02/09/2024    6.15%
 02/10/2024 – 02/16/2024   $0.000170833333    01/31/2024    02/16/2024    6.15%
 02/17/2024 – 02/23/2024   $0.000170833333    01/31/2024    02/23/2024    6.15%
 02/24/2024 – 03/01/2024   $0.000170833333    01/31/2024    03/01/2024    6.15%
 03/02/2024 – 03/08/2024   $0.000170833333    02/29/2024    03/08/2024    6.15%
 03/09/2024 – 03/15/2024   $0.000170833333    02/29/2024    03/15/2024    6.15%
 03/16/2024 – 03/22/2024   $0.000170833333    02/29/2024    03/22/2024    6.15%
 03/23/2024 – 03/29/2024   $0.000170833333    02/29/2024    03/29/2024    6.15%
 03/30/2024 – 04/05/2024   $0.000173611111    03/29/2024    04/05/2024    6.25%
 04/06/2024 – 04/12/2024   $0.000173611111    03/29/2024    04/12/2024    6.25%
 04/13/2024 – 04/19/2024   $0.000173611111    03/29/2024    04/19/2024    6.25%
 04/20/2024 – 04/26/2024   $0.000173611111    03/29/2024    04/26/2024    6.25%
 04/27/2024 - 05/03/2024   $0.000173611111    04/30/2024    05/03/2024    6.25%
 05/04/2024 - 05/10/2024   $0.000173611111    04/30/2024    05/10/2024    6.25%
 05/11/2024 - 05/17/2024   $0.000173611111    04/30/2024    05/17/2024    6.25%
 05/18/2024 - 05/24/2024   $0.000173611111    04/30/2024    05/24/2024    6.25%
 05/25/2024 - 05/31/2024   $0.000173611111    04/30/2024    05/31/2024    6.25%
 06/01/2024 - 06/07/2024   $0.000173611111    05/30/2024     06/07/2024    6.25%
 06/08/2024 - 06/14/2024   $0.000173611111    05/30/2024    06/14/2024    6.25%
 06/15/2024 - 06/21/2024   $0.000173611111    05/30/2024    06/21/2024    6.25%
 06/22/2024 - 06/28/2024   $0.000173611111    05/30/2024    06/28/2024    6.25%
 06/29/2024 - 07/05/2024   $0.000173611111    06/30/2024    07/05/2024    6.25%
 07/06/2024 - 07/12/2024   $0.000173611111    06/30/2024    07/12/2024    6.25%
 07/13/2024 - 07/19/2024   $0.000173611111    06/30/2024    07/19/2024    6.25%
 07/20/2024 - 07/26/2024   $0.000173611111    06/30/2024    07/26/2024    6.25%
 07/27/2024 - 08/02/2024   $0.000173611111    06/30/2024    08/02/2024    6.25%
 08/03/2024 - 08/09/2024   $0.000173611111    07/30/2024    08/09/2024    6.25%
 08/10/2024 - 08/16/2024   $0.000173611111    07/30/2024    08/16/2024    6.25%
 08/17/2024 - 08/23/2024   $0.000173611111    07/30/2024    08/23/2024    6.25%
 08/24/2024 - 08/30/2024   $0.000173611111    07/30/2024    08/30/2024    6.25%
 08/31/2024 - 09/06/2024   $0.000173611111    08/30/2024    09/06/2024    6.25%
 09/07/2024 - 09/13/2024   $0.000173611111    08/30/2024    09/13/2024    6.25%
 09/14/2024 - 09/20/2024   $0.000173611111    08/30/2024    09/20/2024    6.25%
 09/21/2024 - 09/27/2024   $0.000173611111    08/31/2024    09/27/2024    6.25%
 09/28/2024 - 10/04/2024   $0.000173611111    09/30/2024    10/04/2024    6.25%

 

6

 

 

 10/05/2024 - 10/11/2024   $0.000173611111    09/30/2024    10/11/2024    6.25%
 10/12/2024 - 10/18/2024   $0.000173611111    09/30/2024    10/18/2024    6.25%
 10/19/2024 - 10/25/2024   $0.000173611111    09/30/2024    10/25/2024    6.25%
 10/26/2024 - 11/01/2024   $0.000173611111    10/30/2024    11/01/2024    6.25%
 11/02/2024 - 11/08/2024   $0.000194444444    10/30/2024    11/08/2024    7.00%
 11/09/2024 - 11/15/2024   $0.000194444444    10/30/2024    11/15/2024    7.00%
 11/16/2024 - 11/22/2024   $0.000194444444    10/30/2024    11/22/2024    7.00%
 11/23/2024 - 11/29/2024   $0.000194444444    10/30/2024    11/29/2024    7.00%
 11/30/2024 - 12/06/2024   $0.000194444444    11/30/2024    12/06/2024    7.00%
 12/07/2024 - 12/13/2024   $0.000194444444    11/30/2024    12/13/2024    7.00%
 12/14/2024 - 12/20/2024   $0.000194444444    11/30/2024    12/20/2024    7.00%
 12/21/2024 - 12/27/2024   $0.000194444444    11/30/2024    12/27/2024    7.00%
 12/28/2024 - 01/03/2025   $0.000194444444    12/31/2025    01/03/2025    7.00%
 01/04/2025 - 01/10/2025   $0.000194444444    12/31/2025    01/10/2025    7.00%
 01/11/2025 - 01/17/2025   $0.000194444444    12/31/2025    01/17/2025    7.00%
 01/18/2025 - 01/24/2025   $0.000194444444    12/31/2025    01/24/2025    7.00%
 01/25/2025 - 01/31/2025   $0.000194444444    12/31/2025    01/31/2025    7.00%
 02/01/2025 - 02/07/2025   $0.000194444444    01/31/2025    02/07/2025    7.00%
 02/08/2025 - 02/14/2025   $0.000194444444    01/31/2025    02/14/2025    7.00%
 02/05/2025 - 02/21/2025   $0.000194444444    01/31/2025    02/21/2025    7.00%
 02/22/2025 - 02/28/2025   $0.000194444444    01/31/2025    02/28/2025    7.00%
 03/01/2025 - 03/07/2025   $0.000194444444    02/28/2025    03/07/2025    7.00%
 03/08/2025 - 03/14/2025   $0.000194444444    02/28/2025    03/14/2025    7.00%
 03/15/2025 - 03/21/2025   $0.000194444444    02/28/2025    03/21/2025    7.00%
 03/22/2025 - 03/28/2025   $0.000194444444    02/28/2025    03/28/2025    7.00%
 03/29/2025 - 04/04/2025   $0.000194444444    03/27/2025    04/04/2025    7.00%
 04/05/2025 - 04/11/2025   $0.000194444444    03/27/2025    04/11/2025    7.00%
 04/12/2025 - 04/18/2025   $0.000194444444    03/27/2025    04/18/2025    7.00%
 04/19/2025 - 04/25/2025   $0.000194444444    03/27/2025    04/25/2025    7.00%
 04/26/2025 - 05/02/2025   $0.000194444444    03/27/2025    05/02/2025    7.00%
 05/03/2025 - 05/09/2025   $0.000194444444    04/30/2025    05/09/2025    7.00%
 05/10/2025 - 05/16/2025   $0.000194444444    04/30/2025    05/16/2025    7.00%
 05/17/2025 - 05/23/2025   $0.000194444444    04/30/2025    05/23/2025    7.00%
 05/24/2025 - 05/30/2025   $0.000194444444    04/30/2025    05/30/2025    7.00%
 05/31/2025 - 06/06/2025   $0.000194444444    04/30/2025    06/06/2025    7.00%
 06/07/2025 - 06/13/2025   $0.000194444444    05/30/2025    06/13/2025    7.00%
 06/14/2025 - 06/20/2025   $0.000194444444    05/30/2025    06/20/2025    7.00%
 06/21/2025 - 06/27/2025   $0.000194444444    05/30/2025    06/27/2025    7.00%
 06/28/2025 - 07/04/2025   $0.000194444444    05/30/2025    07/04/2025    7.00%
 07/05/2025 - 07/11/2025   $0.000194444444    06/30/2025    07/11/2025    7.00%
 07/12/2025 - 07/18/2025   $0.000194444444    06/30/2025    07/18/2025    7.00%
 07/19/2025 - 07/25/2025   $0.000194444444    06/30/2025    07/25/2025    7.00%
 07/26/2025 - 08/01/2025   $0.000194444444    06/30/2025    08/01/2025    7.00%
 08/02/2025 - 08/08/2025   $0.000194444444    07/31/2025    08/08/2025    7.00%
 08/09/2025 - 08/15/2025   $0.000194444444    07/31/2025    08/15/2025    7.00%
 08/16/2025 - 08/22/2025   $0.000194444444    07/31/2025    08/22/2025    7.00%
 08/23/2025 - 08/29/2025   $0.000194444444    07/31/2025    08/29/2025    7.00%
 08/30/2025 - 09/05/2025   $0.000194444444    08/29/2025    09/05/2025    7.00%
 09/06/2025 - 09/12/2025   $0.000194444444    08/29/2025    09/12/2025    7.00%
 09/13/2025 - 09/19/2025   $0.000194444444    08/29/2025    09/19/2025    7.00%
 09/20/2025 - 09/26/2025   $0.000194444444    08/29/2025    09/26/2025    7.00%

 

7

 

 

 09/27/2025 - 10/03/2025   $0.000194444444    08/29/2025    10/03/2025    7.00%
 10/04/2025 - 10/10/2025   $0.000175000000    09/30/2025    10/10/2025    6.30%
 10/18/2025 - 10/17/2025   $0.000175000000    09/30/2025    10/17/2025    6.30%
 10/18/2025 - 10/24/2025   $0.000175000000    09/30/2025    10/24/2025    6.30%
 10/25/2025 - 10/31/2025   $0.000175000000    09/30/2025    10/31/2025    6.30%
 11/01/2025 - 11/07/2025   $0.000175000000    10/30/2025    11/07/2025    6.30%
 11/08/2025 - 11/14/2025   $0.000175000000    10/30/2025    11/14/2025    6.30%
 11/15/2025 - 11/21/2025   $0.000175000000    10/30/2025    11/21/2025    6.30%
 11/22/2025 - 11/28/2025   $0.000175000000    10/30/2025    11/28/2025    6.30%
 11/29/2025 - 12/05/2025   $0.000175000000    11/28/2025    12/05/2025    6.30%
 12/06/2025 - 12/12/2025   $0.000175000000    11/28/2025    12/12/2025    6.30%
 12/13/2025 - 12/19/2025   $0.000175000000    11/28/2025    12/19/2025    6.30%
 12/20/2025 - 12/26/2025   $0.000175000000    11/28/2025    12/26/2025    6.30%
 12/27/2025 - 01/02/2026   $0.000175000000    12/30/2026    01/02/2026    6.30%
 01/03/2026 - 01/09/2026   $0.000175000000    12/30/2026    01/09/2026    6.30%
 01/10/2026 - 01/16/2026   $0.000175000000    12/30/2026    01/16/2026    6.30%
 01/17/2026 - 01/23/2026   $0.000175000000    12/30/2026    01/23/2026    6.30%
 01/24/2026 - 01/30/2026   $0.000175000000    12/30/2026    01/30/2026    6.30%
 01/31/2026 - 02/06/2026   $0.000175000000    01/30/2026    02/06/2026    6.30%
 02/07/2026 - 02/13/2026   $0.000175000000    01/30/2026    02/13/2026    6.30%
 02/14/2026 - 02/20/2026   $0.000175000000    01/30/2026    02/20/2026    6.30%
 02/21/2026 - 02/27/2026   $0.000175000000    01/30/2026    02/20/2026    6.30%
 02/28/2026 - 03/06/2026   $0.000175000000    02/27/2026    02/27/2026    6.30%
 03/07/2026 - 03/13/2026   $0.000175000000    02/27/2026    03/06/2026    6.30%
 03/14/2026 - 03/20/2026   $0.000175000000    02/27/2026    03/20/2026    6.30%
 03/21/2026 - 03/27/2026   $0.000175000000    02/27/2026    03/27/2026    6.30%
 03/28/2026 - 04/03/2026   $0.000175000000    02/27/2026    04/03/2026    6.30%
 04/04/2026 - 04/10/2026   $0.000175000000    03/31/2026    04/10/2026    6.30%
 04/11/2026 - 04/17/2026   $0.000175000000    03/31/2026    04/17/2026    6.30%
 04/18/2026 - 04/24/2026   $0.000175000000    03/31/2026    04/24/2026    6.30%
 04/25/2026 - 05/01/2026   $0.000175000000    03/31/2026    05/01/2026    6.30%

 

(1) Annualized yield numbers represent the annualized yield amount of each distribution calculated on an annualized basis at the then current rate, assuming a $1.00 per Investor Share purchase price. While our Manager is under no obligation to do so, each annualized basis return assumes that our Manager would declare distributions in the future similar to the distributions for each period presented, and there can be no assurance that our Manager will declare such distributions in the future or, if declared, that such distributions would be of a similar amount.

 

Redemption Plan

 

For the years ended December 31, 2025 and 2024, we redeemed 2,542,177 and 3,079,401 Investor Shares for $2,440,302 and $2,956,225, respectively.

 

Sources of Operating Revenues and Cash Flows

 

We expect to primarily generate revenues from interest revenue on our real estate debt investments, cash flow distributions from equity method investees, and equity in earnings from our investments in unconsolidated joint ventures See Note 2, Summary of Significant Accounting Policies – Revenue Recognition, in our financial statements for further detail.

 

Results of Operations

 

On July 12, 2019, we materially commenced operations. For the years ended December 31, 2025 and 2024, we had a total net income of $439,650 and $560,182, respectively.

 

8

 

 

Revenue

 

Dividend and Interest Revenue

 

For the years ended December 31, 2025 and 2024, we earned dividend and interest income of $744,587 and $760,109 respectively, from our investments. The decrease in net income over the comparable prior period was due to a n investment in a non-performing equity fund for which no revenue was recognized during the year.

 

Expenses

 

Asset Management and Other Fees – Related Party

 

For the years ended December 31, 2025 and 2024, we incurred expenses of approximately $152,222 and $169,187 respectively, which includes organizational and offering costs, asset management, acquisition, and disposition fees. The decrease in the amount of fees was primarily attributable to the decrease in assets under management.

 

General and Administrative Expenses

 

For the years ended December 31, 2025 and 2024, we incurred expenses of approximately $27,715 and $30,740 respectively, which includes bank service charges and Broker Dealer fees.

 

Our Investments

 

As of December 31, 2025, the Fund held 24 secured loans and three private equity investments for a total unpaid principal balance of $8,923,205 , of which $125,000 was deemed impaired. See Note 3 of the Audited Financial Statements for more details on the Fund’s investments and Note 8 for a description of subsequent events since December 31, 2025. 

 

Liquidity and Capital Resources

 

As of December 31, 2025, we had approximately $8,923,205 invested across 27 investments and had approximately $72,372 in cash and cash equivalents. See Note 8 for subsequent events and transactions. For information regarding the anticipated use of proceeds from this Offering, see “Estimated Use of Proceeds.” The Company’s proceeds from the Investor Shares sold to accredited investor in another private placement have been, and will continue to be, primarily deployed for (i) acquisition of Direct CRE and Real Estate-Related Securities; (ii) operating expenses; and (iii) certain payments to our Manager, including reimbursement of organization and offering expenses. In furtherance of our operations, the liquidity we need to further acquire Real Estate Investments will be funded primarily from the sale of our Investor Shares in this Offering and to some extent form debt proceeds.

 

We have currently no outstanding debt and have not received a commitment from any lender to provide us with financing. The percentage of leverage we employ will vary depending on our available capital, our ability to obtain and access financing arrangements with lenders, debt restrictions contained in those financing arrangements and the lenders’ and rating agencies’ estimate of the stability of our investment portfolio’s cash flow. During the period when we are acquiring our initial portfolio, we may employ greater leverage on individual assets (that will also result in greater leverage of the interim portfolio) in order to quickly build a diversified portfolio of Real Estate Investments.

 

Our Manager may from time to time modify our leverage policy in its sole discretion. Incurring substantial debt could subject us to many risks that, if realized, would materially and adversely affect us, including the risk that:

 

  ● our cash flow from operations may be insufficient to make required payments of principal of and interest on the debt or we may fail to comply with all of the other covenants contained in the debt, which is likely to result in (a) acceleration of such debt (and any other debt containing a cross-default or cross-acceleration provision) that we may be unable to repay from internal funds or to refinance on favorable terms, or at all, (b) our inability to borrow unused amounts under our financing arrangements, even if we are current in payments on borrowings under those arrangements or pay dividends of excess cash flow held in reserve by such financing sources, and/or (c) the loss of some or all of our assets to foreclosure or sale;

 

9

 

 

  ● our debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase with higher financing costs;

 

  ● we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations, future business opportunities, distributions or other purposes; and

 

  ● we may not be able to refinance debt that matures prior to the investment it was used to finance on favorable terms, or at all, and more broadly, there can be no assurance that a leveraging strategy will be successful.

 

Debt financings for Real Estate Investments may be obtained prior to or at the time that a Real Estate Investment is acquired or made or at such later time as determined to be appropriate. In addition, debt financing may be used from time to time for working capital needs, including the payment of distributions.

 

In general, during our offering stage, when we may raise capital in this Fund more quickly than we acquire income-producing assets, and for some period after our offering stage, our Manager may not be able to declare and distribute distributions solely from our cash flow from operations. Further, because we may receive property income or other revenue at various times during our fiscal year, and because we may need cash flow from operations during a particular period to fund capital expenditures and other expenses, we expect that at least during the early stages of our development and from time to time during our operational stage, our Manager may declare distributions in anticipation of cash flow that we expect to receive during a later period and we will pay these distributions in advance of our actual receipt of these funds. In these instances, we expect to look to third party borrowings or lines of credit to fund our distributions, to the extent permissible under the applicable law. We may also fund such distributions from the sale of assets or other investments. Our Operating Agreement permits us to make distributions from any source, including offering proceeds or borrowings (which may constitute a return of capital), and our Operating Agreement does not limit the amount of funds we may use from any source to pay such distributions. If we make distributions from sources other than our cash flow available for distributions, we will have less funds available for Real Estate Investment.

 

Outlook and Recent Trends

 

From 2022 through early 2025, the Federal Reserve raised interest rates to address persistent inflation, resulting in slower economic growth and a decline in asset values across most sectors. While inflation has moderated from its 2022 peak, interest rates remain elevated, and the real estate market continues to adjust to this higher-rate environment.

 

The commercial real estate sector faces ongoing challenges, particularly in the office market, where remote work trends have contributed to higher vacancy rates and declining valuations. Multifamily and industrial properties have generally performed better, though transaction activity remains subdued amid tighter credit conditions and cautious investor sentiment.

 

Risks related to interest rate volatility, regulatory changes, and the potential for a broader economic slowdown could adversely affect the value and performance of our real estate investments. Lower occupancy, reduced rental rates, and declining asset values remain key concerns, as do potential disruptions in credit markets.

 

To mitigate these risks, we are focusing on acquiring direct CRE assets with stable income profiles and securing long-term, fixed-rate financing where possible. For real estate-related securities, particularly commercial real estate loans, we are targeting shorter investment durations to maintain flexibility. Our strategy emphasizes modest leverage and careful asset selection, positioning us to navigate ongoing market uncertainty and capitalize on opportunities as they arise.

 

Management remains cautiously optimistic about sourcing investments with attractive risk-adjusted returns in our target markets, while recognizing that market disruptions can occur at any time. We believe our disciplined approach and focus on risk management will help us remain resilient relative to peers should market conditions deteriorate further.

 

10

 

 

Off-Balance Sheet Arrangements

 

As of the December 31, 2025 and 2024, we do not have any off-balance sheet arrangements.

 

Related Party Arrangements

 

See Note 6 for “Related Party Fees and Expenses”.

 

See also “Conflicts of Interests and Related Party Transactions” in our Offering Circular.

 

Recent Developments

 

See Note 8 for subsequent events and transactions since December 31, 2025 (through May 1, 2026).

 

Other

 

None.

 

Item 3. Directors and Officers

 

Our Manager

 

We operate under the direction of our Manager, which is responsible for directing the management of our business and affairs, managing our day-to-day affairs, and implementing our investment strategy. The Manager has established the IAC that the Manager will consult with respect to Real Estate Investments, potential conflicts of interest and other Company matters. The IAC consists of not fewer than three (3) members, who are generally advisors to the Manager but not otherwise affiliated with the Manager.

 

Our Manager will perform its duties and responsibilities pursuant to our Operating Agreement. The Manager maintains a contractual, as opposed to a fiduciary relationship, with us and our Members. The Manager is not required to devote all of its time to our business and is only required to devote such time to our affairs as its duties require.

 

Our Investor Members shall take no part in the management or control of our business and shall have no authority to act for or bind us. The Operating Agreement contains limitations on the liability of the Manager and its affiliates for any action taken, or any failure to act, on behalf of the Fund unless there shall be a judgment or other final adjudication adverse to the Manager and such affiliates establishing that the (1) the Manager’s acts or omissions were in bad faith or involved intentional misconduct or gross negligence; (2) the Manager personally gained in fact a financial profit or other advantage to which the Manager was not legally entitled. The Operating Agreement also provides for indemnification of the Manager and its affiliates and advance of certain expenses for any losses for which the Manager is absolved from liability under the terms of the Operating Agreement.

 

Executive Officers of our Manager

 

As of the date of this Form 1-K, the executive officers of our Sponsor, which is our Manager’s managing-member, and their positions and offices are as follows:

 

Name   Age   Position
Sean Hsieh     41     Chief Executive Officer
Jordan Levy     41     Chief Technology Officer

 

Sean Hsieh is CEO & Founder at Concreit Inc. Concreit Inc. was founded in October 2018 and is a commercial real estate micro-investing application for everyday investors. Mr. Hsieh has served as the CEO of our Company since its inception and serves as a Fund Manager for Concreit Fund I LLC. Concreit Inc. is working on reshaping the experience of investing in commercial real estate by making it social and changing its behaviors of liquidity and payouts.

 

11

 

 

Mr. Hsieh is a lifelong technologist, serial entrepreneur and angel investor. Mr. Hsieh owns and operates a mixed-use commercial property in Seattle, operates a portfolio of single-family rentals across the US and has been a Manager of Concreit Fund I LLC since its inception in 2019. Prior to Concreit Inc., he co-founded and sold Flowroute Inc., an international telecommunications service provider based in Seattle, serving as the first virtual carrier nationwide carrier with a focus on API-driven and programmatic communications. Sean had the privilege of starting many functional disciplines at Flowroute Inc. from marketing, sales, customer and product success, and ultimately overseeing engineering before its sale. He believes that at the core of every great product is an unforgettable experience that creates stories.

 

Jordan Levy is Co-founder and Chief Technology Officer at Concreit Inc. Concreit Inc. was founded in 2018 and is a commercial real estate micro-investing application for everyday investors. Jordan has served as the CTO of our Company since its inception and serves as a Fund Manager for Concreit Fund I LLC. Concreit Inc., is working on reshaping the experience of investing in commercial real estate by making it social and changing its behaviors of liquidity and payouts.

 

Mr. Levy is a proven entrepreneur and software engineering professional. Mr. Levy has served as a Fund Manager for Concreit Fund I LLC since its inception. Prior to cofounding Concreit Inc. in 2018, Mr. Levy previously served as Founder and CTO at Flowroute Inc., an international telecommunications service provider based in Seattle, becoming the first virtual carrier with a focus on API-driven and programmatic communications. At Flowroute, he built the first iteration of the company’s industry-redefining platform and led the team that developed, implemented, and maintained all technology services and infrastructure in the company. Jordan is also an angel investor and advisor for early-stage startup companies. He is a drummer and multi-instrumentalist who loves jamming with friends when he is not busy with family. Jordan graduated with high honors from the University of California, Irvine, where he earned a B.S. in Physics and a B.S. in Information and Computer Science.

 

Compensation of Executive Officers

 

Executive officers of our Sponsor may serve as an executive officer of our Manager. These individuals receive compensation for his or her services, including services performed for us on behalf of our Manager, from our Sponsor. As executive officers of our Manager, these individuals serve to manage our day-to-day affairs, oversee the review, selection and recommendation of investment opportunities, service acquired investments and monitor the performance of these investments to ensure that they are consistent with our investment objectives. Although we indirectly bear some of the costs of the compensation paid to these individuals, through fees and reimbursements we pay to our Manager, we do not pay any compensation directly to these individuals.

 

Compensation of our Manager

 

For information regarding the compensation of our Manager, please see “Management Compensation” in our Offering Circular.

 

Item 4. Security Ownership of Management and Certain Securityholders

 

Principal Securityholders

 

The following table sets forth, as of April 24, 2026, the beneficial ownership of limited liability company interests of our Investor Shares for (i) each person who is the beneficial owner of 5% or more of our outstanding Investor Shares, (ii) each director and executive officer of our Sponsor, and (iii) the directors and executive officers of our Sponsor as a group. To our knowledge, each person that beneficially owns shares of our Investor Shares has sole voting and disposition power with regard to such shares.

 

Unless otherwise indicated below, each person or entity has an address in care of our principal executive offices at 1201 3rd Ave Ste 2200, Seattle, WA 98101.

 

12

 

 

   Investor Shares
Name of Beneficial Owner (1)  Number of Shares Beneficially Owned  Percentage of All Shares
       
5% Shareholders          
Jordan Levy   465,229    5.44%
           
Executive Officers and Directors as a Group (2)   528,203    6.18%
           
Sean Hsieh   62,975    0.74%
Jordan Levy   465,229    5.44%

 

  (1) Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to dispose of or to direct the disposition of such security. A person also is deemed to be a beneficial owner of any securities which that person has a right to acquire within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which he or she has no economic or pecuniary interest.

 

  (2) As of April 24, 2026, there are two executive officers of our Sponsor who are also Directors. Our Sponsor has a total of five Directors.

 

Item 5. Interest of Management and Others in Certain Transactions

 

For further detail, please see Note 6 – Related Party Fees and Expenses.

 

Please see also “Conflicts of Interests and Related Party Transactions” in our Offering Circular.

 

Item 6. Other Information

 

None.

 

Item 7. Financial Statements

 

13

 

 

Concreit Fund I LLC

Index to Financial Statements

 

  page
Independent Auditors’ Report F-2
   
Statements of Financial Condition F-4
   
Statements of Income F-5
   
Statements of Members’ Equity F-6
   
Statements of Cash Flows F-7
   
Notes to the Financial Statements F-8

 

F-1

 

 

INDEPENDENT AUDITORS’ REPORT

 

The Manager and Members

Concreit Fund I LLC

 

Opinion

 

We have audited the accompanying financial statements of Concreit Fund I LLC (the “Fund”), a Delaware limited liability company, which comprise the statements of financial condition as of December 31, 2025 and 2024, and the related statements of income, members’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Fund and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Responsibilities of Management for the Financial Statements

 

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

 

Auditors’ Responsibilities for the Audit of the Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements .

 

F-2

 

 

INDEPENDENT AUDITORS’ REPORT (continued)

 

In performing an audit in accordance with GAAS, we:

 

●Exercise professional judgment and maintain professional skepticism throughout the audit.

 

●Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

 

●Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control. Accordingly, no such opinion is expressed.

 

●Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

 

●Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund’s ability to continue as a going concern for a reasonable period of time.

 

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.

 

 

Newport Beach, CA

May 1, 2026

 

F-3

 

 

CONCREIT FUND I LLC

STATEMENTS OF FINANCIAL CONDITION
AS OF DECEMBER 31, 2025 AND 2024

 

   2025  2024
       
Assets:          
Cash and cash equivalents  $72,372   $286,634 
Dividends and interest receivable   77,701    75,675 
Related party receivable   49,363    — 
Equity investments, at cost   1,775,000    1,900,000 
Loan participations   7,023,205    6,113,409 
Total assets  $8,997,641   $8,375,718 
           
Liabilities and Members’ Equity:          
           
Liabilities:          
Due to related parties  $69,313   $9,940 
Accrued liabilities (Note 5)   81,751    283,715 
Total liabilities   151,064    293,655 
           
Commitments and contingencies (Note 4)          
           
Members’ Equity:          
Investor shares   9,051,140    8,124,809 
Accumulated deficit   (204,563)   (42,746)
Total members’ equity   8,846,577    8,082,063 
Total liabilities and members’ equity  $8,997,641   $8,375,718 

  

See accompanying notes to financial statements.

 

F-4

 

 

CONCREIT FUND I LLC

STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

 

   2025  2024
       
Investment Income:          
Dividend and interest income  $744,587   $760,109 
Operating Expense:          
General and administrative   179,937    199,927 
Operating income   564,650    560,182 
Other expense (income)          
Unrealized Earnings / (Loss) from Equity Investments   (125,000)   — 
Net income  $439,650   $560,182 
           
Weighted average common shares outstanding -          
Basic & Diluted   8,581,014    8,432,768 
           
Net income per share, basic & diluted   0.05    0.07 

  

See accompanying notes to financial statements.

 

F-5

 

 

CONCREIT FUND I LLC

STATEMENTS OF MEMBERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 

 

   Investor Shares  Retained Earnings/  Total
   Shares  Amount  (Accumulated Deficit)  Members’ Equity
December 31, 2023   8,466,242   $8,150,182   $(47,729)  $8,102,453 
Investor shares issued for cash   3,052,971    2,930,852    —    2,930,852 
Redemptions   (3,079,401)   (2,956,225)   —    (2,956,225)
Distributions to members   —    —    (555,199)   (555,199)
Net income   —    —    560,182    560,182 
December 31, 2024   8,439,812    8,124,809    (42,746)   8,082,063 
Investor shares issued for cash   3,506,909    3,366,633    —    3,366,633 
Redemptions   (2,542,177)   (2,440,302)   —    (2,440,302)
Distributions to members   —    —    (601,467)   (601,467)
Net income   —    —    439,650    439,650 
December 31, 2025   9,404,544   $9,051,140   $(204,563)  $8,846,577 

   

See accompanying notes to financial statements.

 

F-6

 

 

CONCREIT FUND I LLC

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

 

   2025  2024
       
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net income  $439,650   $560,182 
Adjustment to reconcile net income to net cash
used in operating activities:
          
Unrealized loss on equity investment   125,000    — 
Changes in operating assets and liabilities:          
Dividends and interest receivable   (2,026)   (17,005)
Due to related parties   10,010    2,417 
Accrued liabilities   (258,107)   226,892 
Net cash provided by operating activities   314,527    772,486 
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Sales of equity investments, at cost   —    200,000 
Purchases of loan participations   (8,549,212)   (11,279,417)
Repayment of loan participations   7,639,416    10,607,637 
Net cash used in investing activities   (909,796)   (471,780)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from sale of investor shares   3,366,633    2,930,852 
Redemptions by members   (2,440,302)   (2,956,225)
Distributions to members   (545,324)   (555,199)
Net cash provided by financing activities   381,007    (580,572)
           
Decrease in cash and cash equivalents   (214,262)   (279,866)
Cash and cash equivalents, beginning of year   286,634    566,500 
Cash and cash equivalents, end of year  $72,372   $286,634 
           
Supplemental disclosures of cash flow information:          
Cash paid for interest  $—   $— 
Cash paid for income taxes  $3,966   $— 

 

See accompanying notes to financial statements.

 

F-7

 

 

CONCREIT FUND I LLC

NOTES TO FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

 

Concreit Fund I LLC (the “Fund”) was formed on May 24, 2019 (“Inception”) in the State of Delaware. The Fund’s headquarters are located in Seattle, WA.

 

Concreit Fund I LLC was formed to make investing into Commercial Real Estate (“CRE”) accessible to the everyday investor and make known the benefits of investing into CRE. The Fund operates as a real estate investment trust (“REIT”) and plans to originate, invest in and manage a diversified portfolio of commercial real investments and other real estate-related assets. Substantially all of the Fund’s business is externally managed by Concreit Fund Management LLC, a Delaware limited liability company (the “Manager”).

 

The Fund has applied to the Internal Revenue Service (the “IRS”) to be treated as a REIT for federal income tax purposes. Although the Manager is not currently aware of any reason why the Fund would not qualify as a REIT, they can give no absolute assurance that the IRS will not successfully challenge the classification of the Fund as a REIT. To qualify as a REIT, a fund must have the bulk of its assets and income connected to real estate investment and must distribute at least 90 percent of its taxable income to shareholders annually in the form of dividends. In addition to paying out at least 90 percent of its taxable income annually in the form of shareholder dividends, a REIT must:

 

  ● Be an entity that would be taxable as a corporation but for its REIT status;
  ● Be managed by a board of directors or trustees;
  ● Have shares that are fully transferable;
  ● Have a minimum of 100 shareholders after its first year as a REIT;
  ● Have no more than 50 percent of its shares held by five or fewer individuals during the last half of the taxable year;
  ● Invest at least 75 percent of its total assets in real estate assets and cash;
  ● Derive at least 75 percent of its gross income from real estate related sources, including rents from real property and interest on mortgages financing real property;
  ● Derive at least 95 percent of its gross income from such real estate sources and dividends or interest from any source; and
  ● Have no more than 25 percent of its assets consist of non-qualifying securities or stock in taxable REIT subsidiaries.

 

Going Concern / Management’s Plans

 

As of December 31, 2025, the Fund evaluated its ability to meet obligations over the 12-month period subsequent to the financial statement issuance date. Management identified that the Fund’s dependency on proceeds from securities offerings to fund operations remains an ongoing concern. During the year ended December 31, 2025, the Fund raised $3,366,633 through its Regulation A Tier 2 offering, demonstrating access to capital markets. For the next 12 months, the Fund will utilize existing cash reserves, and income from its $8 million portfolio. Management has determined that these plans are probable of execution and sufficient to alleviate substantial doubt.

 

F-8

 

 

CONCREIT FUND I LLC

NOTES TO FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

 

Basis of Presentation

 

The accounting and reporting policies of the Fund conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 


Segment reporting policy

 

On January 1, 2024, the Company adopted Accounting Standards Update 2023-07 – Segment Reporting (Topic ASC 280) Improvements to Reportable Segment Disclosures. The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses. The enhancements under this update require disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss, require disclosure of other segment items by reportable segment and a description of the composition of other segment items, require annual disclosures under ASC 280 to be provided in interim periods, clarify use of more than one measure of segment profit or loss by the CODM, require that the title of the CODM be disclosed with an explanation of how the CODM uses the reported measures of segment profit or loss to make decisions, and require that entities with a single reportable segment provide all disclosures required by this update and required under ASC 280.

 

The Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”) and evaluates the financial performance of the business and makes resource allocation decisions on a consolidated basis. As a result, the Company operates as a single reportable segment under ASC 280, Segment Reporting. The Company’s operations include making loans and collecting interest, all of which are managed centrally.

 

The CODM assesses financial performance based on revenue, operating profit, and key operating expenses.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amount of revenues and expenses during the reporting period. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term.

 

Fair Value of Financial Instruments

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Fund. Unobservable inputs are inputs that reflect the Fund’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

 

  Level 1  - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
  Level 2  - Include other inputs that are directly or indirectly observable in the marketplace.
  Level 3  - Unobservable inputs which are supported by little or no market activity.

 

F-9

 

 

CONCREIT FUND I LLC

NOTES TO FINANCIAL STATEMENTS

 

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

Risks and Uncertainties

 

The Fund’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. Interest rates have caused some dislocations in commercial real estate and may impact the Fund’s operations. A host of factors beyond the Fund’s control could cause fluctuations in these conditions, including but not limited to: its ability to raise sufficient funds from investors to acquire investments in commercial real estate, the availability of suitable loans or real estate properties to acquire, and changes to Regulation A+ Tier 2. Adverse developments in these general business and economic conditions could have a material adverse effect on the Fund’s financial condition and the results of its operations. By investing into loan participations, the Fund loses flexibility and control, could become overly reliant on the lead lender, may be unable to obtain information in a timely manner, and losses exposure under workout or liquidation.

 

Cash and Cash Equivalents

 

For the purpose of the statement of cash flows, the Fund considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

 

Investments in, and Income from, Private Equity Securities  

 

The Fund holds equity securities in private companies representing less than 20% ownership. These investments do not provide the Fund with significant influence over the investees and lack readily determinable fair values. Accordingly, they are accounted for under the measurement alternative in ASC 321-10-35-2:

 

  ● Initial recognition: Recorded at cost, including transaction costs.
  ● Subsequent measurement: Adjusted for impairment losses and observable price changes in orderly transactions for identical/similar securities of the same issuer.
  ● Income recognition: Dividends are recognized as income when declared by the investee.

 

The Fund assesses these investments for impairment quarterly. A loss is recognized in earnings if the investment’s fair value (determined using ASC 820) is below its carrying amount, and the decline is deemed non-recoverable.

 

As of December 31, 2025, the Fund holds three private equity investments with an aggregate carrying value of $1,900,000. The investments are accounted for under the cost method. During the year ended December 31, 2025, one investment, in Private Equity Commercial Real Estate Fund, experienced a combination of macroeconomic factors including elevated interest rates, tightening credit conditions, and reduced investor demand in the private real estate market resulted in a significant decline in the estimated fair value of the investment below its carrying value. As a result, management determined the investment was other-than-temporarily impaired and recorded an impairment charge of $125,000, reducing the carrying value from $500,000 to $375,000. Fair value was estimated by management using a market approach based on observable pricing from comparable private equity real estate fund transactions and property valuations. Key inputs include recent transaction prices of comparable commercial real estate assets, prevailing capitalization rates in the applicable market, current occupancy and income data for underlying properties, and management’s judgment regarding adjustments for differences between the comparable assets and the underlying investment. The remaining two investments were evaluated for impairment and no impairment was identified.

 

F-10

 

 

CONCREIT FUND I LLC

NOTES TO FINANCIAL STATEMENTS

 

Investments in Debt Securities and Loan Participations

 

The Fund classifies its debt securities as available-for-sale and carries them at fair value with unrealized gains and losses reported in accumulated other comprehensive income (OCI). Management has concluded that fair value approximates amortized cost for all securities in the portfolio, as interest rate fluctuations have not resulted in material differences between cost and fair value. Accordingly, no material unrealized gains or losses have been recognized in OCI for the periods presented.

 

Income is recorded as earned using the effective interest method. The Fund reviews investments quarterly for credit impairment under ASC 326. An allowance for credit losses is recorded when a decline in fair value below amortized cost is determined to be credit-related.

 

All investments in debt securities and loan participations are secured by the underlying real property collateral. In the event of borrower default, the Fund may exercise its rights to the collateral securing the investment.

 

As of December 31, 2025, the Fund is invested in 24 loan participations. The Fund has evaluated its portfolio and determined that no allowance for loan losses was necessary as of December 31, 2025. Accordingly, no provision for loan losses has been recorded in the financial statements for the period ended December 31, 2025.

 

Accrued Interest Receivables

 

In general, we do not record a loan loss reserve for accrued interest receivables. Uncollected accrued interest is reversed through interest income in a timely manner in line with our non-accrual and past due policies for loans.

 

The accrued interest receivables balance for December 31, 2025, December 31, 2024, and December 31, 2023, were $77,701, $75,675, and $58,670, respectively.

 

Revenue Recognition

 

The Fund’s primary source of income is expected to be from lending activities. The Fund follows FASB ASC 606, Revenue from Contracts with Customers, and its related amendments. The Company determines revenue recognition through the following steps:

 

  ● Identification of a contract with a customer;
  ● Identification of the performance obligations in the contract;
  ● Determination of the transaction price;
  ● Allocation of the transaction price to the performance obligations in the contract; and
  ● Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Fund expects to be entitled to in exchange for those goods or services.

 

The Fund recognizes investment revenue on a monthly basis when earned.

 

F-11

 

 

CONCREIT FUND I LLC

NOTES TO FINANCIAL STATEMENTS

 

Income Taxes

 

As a limited liability company, the Manager has elected to be taxed as a C corporation. The Fund intends to elect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, and intends to operate as such, beginning with the taxable year when qualification can be met. To qualify as a REIT, the Fund must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Fund’s annual REIT taxable income to its shareholders (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 generally accepted accounting principles). As a REIT, the Fund generally will not be subject to U.S. federal income tax to the extent it distributes qualifying dividends to its shareholders. Even if the Fund 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. All tax periods since Inception remain open to examination by the major taxing authorities in all jurisdictions where the Fund is subject to taxation. There are no ongoing tax examinations.

 

Earnings per Share

 

Earnings per share is computed by dividing net income by the weighted average number of investor shares outstanding during the period.

 

Concentration of Credit Risk 

 

The Fund maintains its cash with a major financial institution located in the United States of America which it believes to be creditworthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Fund may maintain balances in excess of the federally insured limits.

 

The Fund maintains significant investments originated through one counterparty. Investments with this borrower represent a concentration of credit risk, as adverse developments affecting the borrower could impact the performance of related assets.

 

As of December 31, 2025, approximately 17.4% of the Fund’s total investment portfolio was originated through the counterparty. The Fund’s exposure to the borrower arises from its investment in eight  real estate-backed loans, which are subject to the creditworthiness and operational performance of the borrower.

 

The Company manages concentration risk by periodically reviewing the financial health and operational practices of its borrowers and by monitoring the ongoing performance of the underlying investments. However, there can be no assurance that adverse events affecting any borrower will not have a material impact on the Fund’s financial position or results of operations.

 

Management continues to evaluate and, where appropriate, diversify its counterparties to mitigate concentration risk.

 

Recent Accounting Pronouncements 

 

Under Section 107 of the JOBS Act, the Fund is permitted to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This permits us to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Manager has elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Fund (i) is no longer an emerging growth Fund or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B). By electing to extend the transition period for complying with new or revised accounting standards, these consolidated financial statements may not be comparable to companies that adopt accounting standard updates upon the public business entity effective dates.

 

F-12

 

 

CONCREIT FUND I LLC

NOTES TO FINANCIAL STATEMENTS

 

The Financial Accounting Standards Board (“FASB”) issues Accounting Standard Updates (“ASU”) to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. The Fund believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Fund or (iv) are not expected to have a significant impact on the Fund.

 

ASU 2024-03 — Disaggregation of Income Statement Expenses

 

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires entities to disclose additional information about specific expense categories included in the income statement, including purchases of inventory, employee compensation, depreciation and amortization, and intangible asset amortization. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Fund is currently evaluating the impact of this guidance on its financial statement disclosures.

  

ASU 2023-09 — Income Tax Disclosures

 

In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures. The ASU requires entities to disclose additional information in the rate reconciliation and provide additional disclosures about income taxes paid. The ASU is effective for annual reporting periods beginning after December 15, 2025. The Fund has evaluated the impact of this guidance and does not expect its adoption to have a material impact on its financial statement disclosures.

  

NOTE 3 – INVESTMENTS

 

Equity Investments in private corporations as of December 31, 2025 are as follows:

 

Type of Investment  2025 Invested Balance  2024 Invested Balance  Date of Acquisition (1)  Expected Rate (2)  2025 Interest Earned  2024 Interest Earned  2025 Receivables  2024 Receivables  Additional Notes
Private Equity  $400,000   $400,000    07/01/2022    9%  $31,793   $39,356   $3,000   $3,000     
Private Equity  $1,000,000   $1,000,000    10/07/2022    10%  $108,333   $100,000   $8,334   $8,334     
Private Equity  $375,000   $500,000    10/03/2022    8%  $(6,433)  $24,134   $—   $15,000    (3)
   $1,775,000               $133,693       $11,334         

 

(1) Represents the initial investment date and does not account for follow on investments.
(2) Refers to the projected effective annual dividend rate for each investment. The expected rate presented does not distinguish between dividends that are paid current and dividends that accrue to the maturity date, nor does it include any increases in the expected rate that may occur in the future.
(3) Due to the non-performance of this investment, resulting from a rapid rise in interest rates and deteriorating capital market conditions, the Fund’s manager determined that the investment no longer aligns with the Fund’s risk profile and submitted a redemption request. The investment manager has since suspended redemption processing. As of December 31, 2025, the Fund wrote off $21,667 in accrued interest deemed uncollectible. The Fund’s manager expects to recover $375,000 of the initial investment and has committed to fund potential losses up to $125,000.

 

F-13

 

 

CONCREIT FUND I LLC

NOTES TO FINANCIAL STATEMENTS

 

Investments as of December 31, 2025 are as follows:
   Type of Property  Type of Investment   2025 Unpaid Principal Balance (1)   2024 Unpaid Principal Balance (1)  Date of Acquisition  Interest Rate (2)  Maturity Date (3)   2025 Interest Earned   2024 Interest Earned   2025 Receivables   2024 Receivables  Additional Notes
Seattle, WA   Single-family    Note   $300,000   $300,000    05/04/2023    9.50%   02/15/2026   $30,121   $44,953   $5,834   $2,375     
Everett, WA   Single-family    Note   $267,000   $267,000    05/29/2024    10.00%   05/04/2026   $26,297   $15,649   $2,225   $2,225     
Seattle, WA   Single-family    Note   $479,093   $479,093    10/04/2024    10.00%   03/06/2026   $51,385   $11,502   $3,992   $4,001     
Everett, WA   Single-family    Note   $297,500   $297,500    12/05/2024    9.35%   02/26/2026   $27,816   $1,932   $2,318   $2,318     
Eastlake, OH   Single-family    Note   $159,331   $—    03/27/2025    9.30%   04/01/2026   $11,319   $—   $3,704   $—     
Maple Heights, OH   Single-family    Note   $137,500   $—    03/26/2025    9.30%   04/01/2026   $9,733   $—   $1,066   $—     
Miamisburg, OH   Single-family    Note   $162,738   $—    03/28/2025    9.30%   04/01/2026   $11,519   $—   $5,045   $—      
Milton, WA   Single-family    Note   $495,000   $—    05/16/2025    8.88%   03/25/2026   $28,597   $—   $3,661   $—     
Seattle, WA   Single-family    Note   $337,500   $—    07/09/2025    8.99%   04/08/2026   $14,412   $—   $2,528   $—     
Tacoma, WA   Single-family    Note   $280,000   $—    07/09/2025    10.00%   01/10/2026   $13,950   $—   $2,333   $—     
Tacoma, WA   Single-family    Note   $255,000   $—    07/09/2025    9.00%   04/20/2026   $11,531   $—   $1,913   $—     
Edmunds, WA   Single-family    Note   $540,000   $—    08/01/2025    9.75%   04/06/2026   $21,938   $—   $4,388   $—     
Port Orchard, WA   Single-family    Note   $359,500   $—    08/01/2025    9.10%   06/28/2026   $13,631   $—   $2,726   $—      
Tacoma, WA   Single-family    Note   $373,500   $—    09/17/2025    9.00%   03/23/2026   $9,618   $—   $5,603   $—     
Cincinnati, OH   Single-family    Note   $181,467   $—    03/10/2025    9.30%   04/01/2026   $13,689   $—   $1,406   $—     
Memphis, TN   Single-family    Note   $247,050   $—    04/10/2025    9.30%   05/01/2026   $16,594   $—   $1,915   $—     
Tacoma, WA   Single-family    Note   $346,000   $—    10/24/2025    9.00%   06/11/2026   $5,796   $—   $2,595   $—     
Tacoma, WA   Single-family    Note   $283,500   $—    10/24/2025    9.00%   05/18/2026   $4,820   $—   $2,126   $—      
Edgewood, WA   Single-family    Note   $315,000   $—    11/06/2025    9.00%   04/26/2026   $4,331   $—   $2,363   $—     
Seattle, WA   Single-family    Note   $80,000   $80,000    11/14/2025    9.50%   02/15/2026   $—   $—   $—   $—     
Atlanta, GA   Single-family    Note   $202,207   $—    11/21/2025    9.30%   12/01/2026   $2,037    —    1,567    —     
Rosenberg, TX   Single-family    Note   $225,720   $—    09/12/2025    9.30%   10/01/2026   $6,356    —    1,749    —     
Spring, TX   Single-family    Note   $240,322   $—    09/12/2025    9.30%   10/01/2026   $6,767    —    1,863    —     
Tacoma, WA   Single-family    Note   $332,277   $—    12/05/2025    9.00%   06/13/2026   $2,160    —    2,492    —     
Sultan, WA   Single-family    Note   $126,000   $—    12/05/2025    9.00%   06/14/2026   $819    —    945    —     
Misc.                              $13,758                   (4)
           $7,023,205                   $358,994       $66,357         

 

F-14

 

 

CONCREIT FUND I LLC

NOTES TO FINANCIAL STATEMENTS

 

Debt Investments Paid off in 2025:

 

Type of Property  Type of Investment  Unpaid Principal Balance at Payoff (1)  2024  Unpaid Principal Balance (1)  Date of Acquisition  Interest Rate (2)  Payoff Date  2025 Interest Earned  2024 Interest Earned  2025 Receivables  2024 Receivables  Additional Notes
Single-family    Note   $253,091   $—    06/08/2024    10.75%   01/07/2025   $756   $13,604   $—   $2,267  
Single-family    Note   $225,000   $225,000    12/05/2024    9.00%   01/27/2025   $1,181   $1,406   $—   $1,688  
Single-family    Note   $139,500   $139,500    11/13/2024    9.80%   02/04/2025   $1,367   $1,823   $—   $1,139  
Single-family    Note   $333,000   $333,000    12/19/2024    10.00%   02/14/2025   $3,423   $1,018   $—   $2,775  
Single-family    Note   $192,424   $192,424    10/31/2024    9.80%   03/07/2025   $5,081   $3,195   $—   $1,571  
Single-family    Note   $172,165   $172,165    12/17/2024    9.60%   03/20/2025   $3,719   $918   $—   $—  
Single-family    Note   $164,004   $164,004    12/06/2024    9.60%   03/28/2025   $3,799   $2,718   $—   $1,624  
Single-family    Note   $170,710   $170,710    05/29/2024    9.60%   04/17/2025   $4,916   $637   $—   $—  
Single-family    Note   $203,040   $203,040    11/27/2024    9.60%   04/18/2025   $7,526   $217   $—   $—  
Warehouse    Note   $428,040   $428,040    11/27/2024    9.38%   04/22/2025   $11,927   $3,678   $—   $3,344  
Single-family    Note   $174,559   $174,559    11/28/2024    9.60%   04/23/2025   $5,586   $1,815   $—   $1,396  
Single-family    Note   $181,668   $—    05/30/2025    9.30%   04/30/2025   $5,819   $—   $—   $—  
Single-family    Note   $387,000   $387,000    11/28/2024    9.00%   05/05/2025   $11,804   $3,193   $—   $2,903  
Single-family    Note   $179,005   $—    01/08/2025    9.60%   05/12/2025   $6,110   $—   $—   $—  
Single-family    Note   $495,000   $495,000    08/09/2024    10.00%   05/12/2025   $20,075   $19,388   $—   $4,125  
Single-family    Note   $122,200   $—    01/31/2025    9.30%   05/20/2025   $3,441   $—   $—   $—  
Single-family    Note   $176,376   $176,376    10/30/2024    9.80%   05/23/2025   $8,642   $2,928   $—   $1,440  
Single-family    Note   $120,190   $—    04/02/2025    9.30%   06/27/2025   $2,857   $—   $—   $—  
Single-family    Note   $144,147   $—    03/07/2025    9.30%   06/30/2025   $4,394   $—   $—   $—  
Single-family    Note   $648,000   $—    05/16/2025    9.75%   07/02/2025   $7,524        $—   $—  
Single-family    Note   $206,568   $—    04/21/2025    9.40%   07/07/2025   $4,585   $—   $—   $—  
Single-family    Note   $168,679   $—    03/06/2025    9.30%   07/18/2025   $6,101   $—   $—   $—  
Single-family    Note   $513,000   $333,000    12/05/2024    9.75%   08/06/2025   $29,518   $3,473   $—   $4,168  
Single-family    Note   $99,723   $—    02/13/2025    9.30%   09/19/2025   $5,822   $—   $—   $—  
Multi-family    Note   $160,000   $160,000    05/29/2024    10.00%   09/29/2025   $6,939   $9,333   $—   $1,333  
Mixed-use    Note   $580,500   $580,500    11/27/2024    9.25%   10/20/2025   $42,659   $4,922   $—   $8,949  
Single-family    Note   $373,570   $—    05/30/2025    9.50%   10/31/2025   $14,984        $—   $—  
Single-family    Note   $175,149   $—    05/08/2025    9.00%   11/26/2025   $9,178   $—   $—   $—  
Single-family    Note   $450,700   $—    08/13/2025    9.50%   12/02/2025   $12,169   $13,604   $—   $—  
    Misc.   $2,408   $                              
       $7,639,416                   $251,902              

 

(1) Refers to the balance of each note. UBP may not be equivalent to the total commitment made by the Fund.
(2) Represents the projected effective annual interest rate on each secured loan. The interest rate presented does not distinguish between interest that is paid current and interest that accrues to the maturity date, nor does it include any increases in interest rate that may occur in the future.
(3) May not be the original maturity date, nor does it take into account any extensions that may be available.
(4) Represents redemption fee income and interest received from a money market account.

 

F-15

 

 

CONCREIT FUND I LLC

NOTES TO FINANCIAL STATEMENTS

 

NOTE 4 – COMMITMENTS AND CONTINGENCIES

 

The Fund is not currently involved with any pending or threatening litigation against the Fund.

 

NOTE 5 –ACCRUED LIABILITES

 

As of December 31, 2024, the Fund had accrued $276,611 in dividends payable to investors under its Regulation A+ Tier 2 offering. Of these amounts, $225,750 represent declared dividends previously distributed and temporarily held for reinvestment pending SEC requalification of the offering statement. The Fund received qualification on June 30, 2025 and the accrued dividends were settled through issuance of Investor Shares. As of December 31, 2025,  the Fund has accrued liabilities of $81,751, of which $56,143 were accrued dividends payable. 

 

NOTE 6 - RELATED-PARTY FEES AND EXPENSES

 

The Manager, or its Affiliates, shall be entitled to receive the following fees:

 

Organizational and Offering Costs

 

Organizational and offering costs of the Fund were initially paid by the Initial Member and/or affiliates on behalf of the Fund. These organizational and offering costs include all expenses to be paid by the Fund in connection with the formation of the Fund, the qualification of the Offering, and the distribution of shares. The Fund anticipates that the Fund will be obligated to reimburse the Initial Member and/or affiliates, as applicable, for organizational and offering costs paid by them on behalf of the Fund. Reimbursement of organizational and offering costs to the Initial Member is contingent upon the Fund achieving a minimum capital raise of $5,000,000, provided that such reimbursement does not adversely affect the financial health or operational stability of the Fund.

 

The Fund will record a liability for organizational costs and offering costs payable to the Initial Member and/or affiliates when it is probable and estimable that a liability has been incurred in accordance with ASC 450, Contingencies. As a result, there will be no liability recognized until the Fund reaches a minimum capital raise of $5,000,000 and if the reimbursement does not jeopardize the health of the Fund and to maintain the objectives of returns to Investors of the fund. 

 

Without jeopardizing the health of the Fund, once the Fund raises a minimum of $5,000,000, the Fund  may book a liability with a corresponding reduction to equity for offering costs, and a liability and a corresponding expense to general and administrative expenses for organizational costs.

 

Asset Management Fee

 

The Fund will pay the Manager an annual asset management fee (the “Management Fee”), in an amount equal to one percent (1.0%) per annum (0.08333% per month) multiplied by the NAV as of the last day of the preceding month, calculated and paid monthly in arrears.

 

The Manager may deduct installments of the Management Fee when due from any cash distributions to which Investor Members would otherwise be entitled. If any such cash distribution is insufficient to cover the Management Fee in any month, the Investor Members will remit the difference to the Manager in subsequent distribution periods until the difference has been paid in full.

 

F-16

 

 

CONCREIT FUND I LLC

NOTES TO FINANCIAL STATEMENTS

 

Acquisition Fee

 

Upon acquisition of fee simple interest in real estate, the Manager will be entitled to a fee equal to one percent (1.0%) if the acquisition dollar amount is greater than or equal to ten (10) million dollars and one- and one-half percent (1.50%) if it is less than ten (10) million dollars. For investments in entities that hold real estate or real estate-related assets, the Manager will be entitled to a fee equal to three quarters of a percent (0.75%) of the cost of such investment. When a joint venture of which the fund is a member acquires a fee simple in real estate, the Manager will be entitled to a fee equal to one percent (1.00%) of the cost of the real estate multiplied by the Fund’s percentage interest if the joint venture is greater than or equal to ten (10) million dollars and one and one half percent (1.50%) if the cost of the real estate multiplied by the Fund’s percentage interest in the joint venture is less than ten (10) million dollars.

 

Disposition Fee

 

Upon the Fund selling or disposing of real estate, the Manager will be entitled to a fee equal to twenty-five basis points (0.25%) of the selling price of every fee simple interest in the real estate. Further, upon the Fund selling or disposing of a fee simple interest in real estate where it is a member of a joint venture, the Manager will be entitled to a fee equal to twenty-five basis points (0.25%) of the selling price of the real estate multiplied by the Fund’s percentage interest in the joint venture.

 

Financing Fee

 

When the Fund obtains financing for real estate owned, directly or indirectly, the Manager will be entitled to a fee equal to one percent (1%) of the gross amount of the financing. Further, upon the Fund obtaining financing of real estate where it is a member of a joint venture, the Manager will be entitled to a fee equal to one percent (1%) of the gross amount of the financing multiplied by the Fund’s percentage interest in the joint venture.

 

Property Management Fee

 

The Manager will be entitled to a fee of equal to five percent (5.00%) of the gross rental income of the Fund during the preceding month for all properties that the Fund owns in fee simple interest or through a joint venture.

 

Other Fees

 

If the Manager is able to engage the servicer of third parties, including but not limited to insurance brokers, real estate brokers, and property managers, at rates below the prevailing market rates, the Manager will be entitled to a fee equal to the difference between the negotiated fee and the prevailing rate.

 

The Fund has recorded expenses of $152,222 and $169,187 related to these fees as of December 31, 2025 and 2024, respectively.

 

NOTE 7 – MEMBERS’ EQUITY

 

The Fund is authorized to sell an unlimited amount of common and investors shares.

 

The initial member interests were non-voting. The Fund received $3,366,633 and $2,930,852 in contributions from investor members in exchange for 3,506,909 and 3,052,971 investor shares, during the years ended December 31, 2025 and 2024, respectively. The Fund’s Investor shares will not have voting rights except under the limited circumstances expressly provided in the Fund’s Operating Agreement.

 

F-17

 

 

CONCREIT FUND I LLC

NOTES TO FINANCIAL STATEMENTS

 

The Fund has the ability to redeem Investor Shares through a Redemption Plan. The Fund may, at the Fund’s full discretion, choose to redeem Investor Shares presented for redemption for cash to the extent it has sufficient funds available. There is no assurance that there will be sufficient funds available for redemptions nor that the Manager will exercise its discretion to redeem such Investor Shares. During the years ended December 31, 2025 and 2024, the Fund processed $2,440,302 and $2,956,225 in redemptions accounting for 2,542,177 and 3,079,401 redeemed investor shares, respectively.

 

The Manager may, in its sole discretion, make and pay distributions of cash or other assets of the Fund to the Members. In determining cash flow available for distribution (the “Net Available Cash Flow”), the Manager may deduct any amounts necessary in its sole discretion in the following order of priority to (i) meet expenses and liabilities of the Fund, including the one percent (1%) Management Fee and establish reserves therefore, (ii) accommodate redemption requests under the Redemption Plan, and/or establish reserves therefore, and/or (iii) meet distributions under its Bonus Program and/or establish reserves therefore. Net capital event proceeds are not generally expected to be distributed. The Manager may, in its sole discretion, make and pay distributions of cash or other assets of the Fund. Distributions of $601,467   and $555,199 have been made as of December 31, 2025 and 2024, respectively, of which $56,143 and $276,611 were accrued as of December 31, 2025 and 2024, respectively.

 

Net Available Cash Flow will be determined as of the last day of each calendar month. Each Member’s share of each such distribution of Net Available Cash Flow will then be divided between the Members as follows: 

 

One hundred percent (100%), pro rata to each Investor Member until such Investor Member has received aggregate distributions for any accrued and unpaid Preferred Return Hurdle. The “Preferred Return Hurdle” means five percent (5%) per annum (0.416667% per month), which will be prorated based on a three hundred sixty (360) day year (for the avoidance of doubt, this step is intended to represent the applicable calendar month and any remaining shortfall of the prorated portion of the Preferred Return Hurdle from the prior calculation periods of that fiscal year).

 

NOTE 8 – SUBSEQUENT EVENTS

 

In connection with the preparation of the accompanying financial statements, the Manager has evaluated events and transactions occurring through May 1, 2026 for potential recognition or disclosure.

 

Offering

 

Subsequent to December 31, 2025, the Fund has processed approximately $1,654,739 in redemptions.

 

F-18

 

 

CONCREIT FUND I LLC

NOTES TO FINANCIAL STATEMENTS

 

Debt Investments Subsequent of December 31, 2025 are as follows:

 

 

 

Location

  Type of Property  Type of Investment  Unpaid Principal Balance (1)  Date of Acquisition  Interest Rate (2)  Maturity Date (3)  Payoff Date
Seattle, WA   Single-family    Note   $300,000   $05/04/2023    9.50%  02/15/2026  01/23/2026
Everett, WA   Single-family    Note   $267,000   $05/29/2024    10.00%  05/04/2026   
Seattle, WA   Single-family    Note   $479,093   $10/04/2024    10.00%  06/06/2026   
Everett, WA   Single-family    Note   $297,500   $12/05/2024    9.35%  02/26/2026  03/10/2026
Eastlake, OH   Single-family    Note   $159,331   $03/27/2025    9.30%  07/01/2026   
Maple Heights, OH   Single-family    Note   $137,500   $03/26/2025    9.30%  04/01/2026  01/20/2026
Miamisburg, OH   Single-family    Note   $162,738   $03/28/2025    9.30%  07/01/2026   
Milton, WA   Single-family    Note   $495,000   $05/16/2025    9.50%  03/25/2026  04/08/2026
Seattle, WA   Single-family    Note   $337,500   $07/09/2025    8.99%  10/08/2026   
Tacoma, WA   Single-family    Note   $280,000   $07/09/2025    10.00%  01/10/2026  03/23/2026
Tacoma, WA   Single-family    Note   $255,000   $07/09/2025    9.00%  10/20/2026   
Edmunds, WA   Single-family    Note   $540,000   $08/01/2025    9.75%  07/06/2026   
Port Orchard, WA   Single-family    Note   $359,500   $08/01/2025    9.10%  06/28/2026   
Tacoma, WA   Single-family    Note   $373,500   $09/17/2025    9.00%  06/23/2026   
Cincinnati, OH   Single-family    Note   $181,467   $03/10/2025    9.30%  07/01/2026   
Memphis, TN   Single-family    Note   $247,050   $04/10/2025    9.30%  05/01/2026   
Tacoma, WA   Single-family    Note   $346,000   $10/24/2025    9.00%  06/11/2026   
Tacoma, WA   Single-family    Note   $283,500   $10/24/2025    9.00%  05/18/2026   
Edgewood, WA   Single-family    Note   $315,000   $11/06/2025    9.00%  07/26/2026   
Seattle, WA   Single-family    Note   $80,000   $11/14/2025    9.50%  02/15/2026  01/23/2026
Atlanta, GA   Single-family    Note   $202,207   $11/21/2025    9.30%  12/01/2026   
Rosenberg, TX   Single-family    Note   $225,720   $09/12/2025    9.30%  10/01/2026   
Spring, TX   Single-family    Note   $240,322   $09/12/2025    9.30%  10/01/2026   
Tacoma, WA   Single-family    Note   $332,277   $12/05/2025    9.00%  06/13/2026  01/12/2026
Sultan, WA   Single-family    Note   $126,000   $12/05/2025     9.00%  06/14/2026   
Seattle, WA   Single-family    Note   $275,000   $03/26/2026    9.00%  02/07/2027   
Seattle, WA   Single-family    Note   $330,000   $03/26/2026    9.00%  02/07/2027   

 

(1) Refers to the balance of each note. UBP may not be equivalent to the total commitment made by the Fund.
(2) Represents the projected effective annual interest rate on each secured loan. The interest rate presented does not distinguish between interest that is paid current and interest that accrues to the maturity date, nor does it include any increases in interest rate that may occur in the future.
(3) May not be the original maturity date, nor does it take into account any extensions that may be available.    

 

F-19

 

 

Item 8. Exhibits

 

Exhibit No.   Description
     
2.1   Certificate of Formation
2.2   Form of Second Amended and Restated Limited Liability Company Agreement
4.1   Form of Subscription Agreement
4.2   Form of Automatic Investment Agreement
6.1   Management Services Agreement
6.1.1   First Amended and Restated Management Services Agreement
6.2   License Agreement
6.3   Form of Broker-Dealer Agreement
6.4   Form of Software and Services License Agreement
6.4.1   Amendment to Software and Services License Agreement
8.1   Form of Escrow Agreement
11.1   Consent of Independent Auditor
12.2*   Opinion of Counsel
13.1   Solicitation of Interest Materials – Press Releases
13.2   Solicitation of Interest Materials – Social Media
13.3   Solicitation of Interest Materials – Homepages
15.1   Authorizing Resolution adopted by the Manager creating and setting forth the terms of the Investor Shares
15.2   Redemption Plan
15.3   Reinvestment Plan
15.4   Form of NAV Supplement

 

14

 

  

Pursuant to the requirements of Regulation A, the issuer has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized in Seattle, Washington on May 1, 2026.

 

  Concreit Fund I LLC
   
  By: Concreit Fund Management LLC, its Manager
     
  By: /s/ Sean Hsieh
  Name: Sean Hsieh
  Title: Sean Hsieh, CEO of Concreit Inc., Manager of Concreit Fund Management LLC

 

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

 

Signature   Title   Date
/s/Sean Hsieh   Sean Hsieh, CEO of Concreit Inc., Manager of Concreit Fund Management LLC   May 1, 2026
/s/Sean Hsieh   Sean Hsieh, Chief Financial Officer of Concreit Fund I LLC   May 1, 2026
/s/Chris Garnett   Chris Garnett, Chief Accounting Officer of Concreit Fund I LLC   May 1, 2026

 

15