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SIGNIFICANT ACCOUNTING POLICIES
5 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES SIGNIFICANT ACCOUNTING POLICIES
The Company believes the following significant accounting policies, among others, affect its significant estimates and assumptions used in the preparation of the consolidated financial statements.
Basis of Accounting — The accompanying consolidated financial statements have been prepared in accordance with GAAP. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company's financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated. The Company consolidates entities classified as a variable interest entity (“VIE”) in which it is determined to be the primary beneficiary.
Use of Estimates — The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Management believes that estimates utilized in the preparation of the consolidated financial statements are reasonable. The most critical estimates include those related to fair value measurements of the Company’s assets and liabilities. Actual results could differ from those estimates, and such differences could be material.
Risks and Uncertainties — In the normal course of its business, the Company primarily encounters two significant types of economic risk: credit risk and market risk. Credit risk is the risk of default on the Company’s investments that results from a borrower’s or counterparty’s inability or unwillingness to make contractually required payments. Market risk reflects changes
in the value of investments due to changes in prepayment rates, interest rates, spreads or other market factors, including risks that impact the value of the collateral underlying the Company’s investments. Taking into consideration these risks along with estimated prepayments, financings, collateral values, payment histories and other information, the Company believes that the carrying values of its investments are reasonable. Furthermore, for each of the periods presented, a significant portion of the Company’s assets are dependent on its servicers’ and subservicers’ abilities to perform their servicing obligations with respect to the RTLs and NQMs.
Consolidation — The Company consolidates entities in which the Company has a controlling financial interest. The Company evaluates whether it holds a variable interest in an entity and whether that entity is a VIE. The Company consolidates a VIE when it is the primary beneficiary, meaning it has (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant. When the VIE is consolidated, the Company includes 100% of the VIE’s assets, liabilities, revenues, expenses, and gains and losses within the corresponding line items of the consolidated financial statements. The Company continuously reassesses whether it should consolidate a VIE.
Cash and Cash Equivalents and Restricted Cash — Cash and cash equivalents includes cash maintained in one or more custodian bank accounts. The Company considers all highly liquid short term investments with maturities of 90 days or less when purchased to be cash equivalents. As of December 31, 2025, there was $7.0 million of restricted cash. Restricted cash consists of cash balances subject to contractual or legal restrictions on use. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure.
Residential Transition Loans and Residential Mortgage Loans — The Company’s loan portfolio primarily consists of RTLs and residential mortgage loans, specifically, NQMs.
The Company has elected to apply the fair value option for all RTLs and residential mortgage loans. The fair value option provides an election which allows a company to irrevocably elect fair value for certain financial assets and liabilities on an instrument-by-instrument basis. The Company elected the fair value option for these loans to better align reported results with the underlying economic changes in value of the loans on the Company’s consolidated balance sheet. Furthermore, as a result of the election to apply the fair value option, these loans are not subject to an allowance for credit losses under the current expected credit losses (“CECL”) impairment model. The Company reports the change in the fair value of RTLs and NQMs within realized and unrealized gain (loss) on residential transition loans, at fair value and realized and unrealized gain (loss) on residential mortgage loans, at fair value, respectively, in the consolidated statement of operations.
RTLs include construction holdback and interest reserve when funded on the consolidated balance sheet. The construction holdback represents amounts withheld from the funding of construction loans and released as the project progresses. The interest reserve represents amounts withheld from the funding of certain mortgage loans in order to satisfy monthly interest payments for all or part of the term of the related loan. Accrued interest is paid out of the interest reserve and recognized as interest income on a monthly basis.
RTLs can be placed in contractual default status for (i) an interest payment that is more than 30 days past due or sooner, if collection is considered doubtful, (ii) a loan that matures and the borrower fails to make payment of all amounts owed or extend the loan or (iii) the collateral that becomes impaired in such a way that the ultimate collection of the loan receivable is doubtful. The accrual of interest income is suspended when a loan is in contractual default unless the interest is paid in cash or collectability of all amounts due is reasonably assured. In addition, in certain instances, where the interest reserve on a current loan has been fully depleted and the interest payment is not expected to be collected from the borrower, the Company may place a current loan on non-accrual status and recognize interest income on a cash basis. Interest previously accrued may be reversed at that time, and such reversal is offset against interest income. The accrual of interest income resumes only when the suspended loan becomes contractually current or a credit analysis supports the ability to collect in accordance with the terms of the loan. In addition to interest income, the Company may generate loan fee income, including loan origination fees, loan renewal fees and inspection fees.
The Company may earn loan extension fees when maturing loans are renewed or extended and amendment fees when loan terms are modified, such as increases in interest reserves and construction holdbacks. Loans are generally only renewed or extended if the loan is not in default and satisfies the Company’s underwriting criteria. Loan fee income is recorded as interest
income at origination or amendment given the Company’s election of the fair value option. Both interest and loan fee income earned on mortgage loans is presented in interest income in the consolidated statement of operations.
Fair value of residential mortgage loans is generally determined using a market approach by utilizing either (i) the fair value of securities backed by similar residential mortgage loans, adjusted for certain factors to approximate the fair value of a whole residential mortgage loan, (ii) current commitments to purchase loans or (iii) recent observable market trades for similar loans, adjusted for credit risk and other individual loan characteristics.
Interest income on residential mortgage loans is accrued based on the unpaid principal balance (“UPB”) and the contractual interest rate. Interest earned on mortgage loans are reported in interest income in the consolidated statement of operations. If it’s probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the original contractual terms of the loan agreement, or if the loan becomes 90 days delinquent, the Company will reverse all prior accrued and unpaid interest on such mortgage loan. The Company will return loans to accrual status only when it reinstates the loan and there is no significant uncertainty as to collectability.
Secured Financings — The Company finances portions of its residential transition loan and non-qualified mortgage loan portfolios through secured borrowing arrangements, including repurchase agreements and warehouse credit facilities entered into by the VIEs. Under these arrangements, the Company pledges mortgage loans and/or related trust interests evidenced by trust certificates (with legal title to the underlying mortgage loans held by a trustee on behalf of the related trust) as collateral to the financing counterparty; the trust may also provide a guaranty in connection with certain arrangements.
These arrangements are accounted for as secured financings whereas the pledged assets remain on the consolidated balance sheet and the proceeds received are recorded as a secured borrowing. Interest expense is recognized over the term of the borrowing including any contractual price differential, and the arrangements are typically subject to margin maintenance provisions that may require the Company to post additional collateral or cash. The Company has elected to apply the fair value option for all secured financings. Borrowings under these secured financing arrangements generally bear interest at floating rates (benchmark rate plus a contractual spread) and, because the borrowings are typically short-term and reprice frequently, the Company believes the carrying value of the secured borrowings approximates fair value as of the reporting date.
Share-based Compensation — The Company records all equity-based incentive grants to non-employee members of the Board based on their fair values determined on the date of grant. Stock-based compensation expense, which is included in general and administrative expenses in the consolidated statements of operations, is recognized on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the outstanding equity awards.
Income Taxes — The Company intends to make an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ending December 31, 2025. A REIT is subject to several organizational and operational requirements including that it must distribute at least 90% of its REIT taxable income to its shareholders each year. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates.
Earnings Per Share — The Company computes net income (loss) per common share using the two-class method, as certain unvested restricted stock grants of Class E held by the Company’s independent trustees with nonforfeitable dividend rights qualify as participating securities. Under this method, income available to common stockholders is allocated between common shares and participating securities based on dividends declared and their respective rights to share in undistributed earnings as if all earnings for the period had been distributed. Participating securities are not allocated undistributed net losses, as they have no contractual obligation to share in losses. Basic net income (loss) per share per class of common stock is computed by dividing net income (loss) allocated to each class of common stock by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share reflects the impact of potentially dilutive securities outstanding during the period, including unvested share based awards, determined using the treasury stock method. Potential dilutive shares of common stock are excluded from the calculation when their effect is anti-dilutive in the period. Unvested awards subject to service vesting conditions are excluded from basic net income per share until such conditions are satisfied.
Approximately 9,750 unvested shares for the period ended December 31, 2025 were excluded from the basic per share computations as their vesting is contingent upon achievement of a service requirement which had not been met during the period and excluded from the diluted per share computations due to their anti-dilutive effect.
Distribution Fees and Shareholder Servicing Fees — The Company pays shareholder servicing fees over time for ongoing services rendered to shareholders by participating broker-dealers or financial intermediaries. These fees are calculated as a percentage of the aggregate NAV of outstanding shares and paid monthly in arrears. Class S and Class T shares are subject to shareholder servicing fees of 0.85% per annum, Class D shares are subject to 0.25% per annum, and Class J and Class J-2 shares are subject to distribution fees of up to 0.625% per annum, capped at 50% of the aggregate of the management and distribution fees attributable to such shares. Class I and Class E shares are not subject to shareholder servicing or distribution fees. Shares acquired through the distribution reinvestment plan are subject to the same ongoing fees as the original share class but are not subject to upfront fees. In certain arrangements, shares may convert into Class I shares if total fees reach agreed-upon thresholds or if broker-dealer eligibility lapses.
Operating Expenses — The Company will pay directly or reimburse the Adviser or its affiliates for costs and expenses the Adviser or its affiliates incur in connection with the services it provides to the Company, including, but not limited to, (i) the actual cost of goods and services used by the Company and obtained from either an affiliate or a non-affiliated person, including fees paid to affiliated service providers, administrators, transfer agents, consultants, attorneys, accountants, tax advisors, technology providers and other services providers, and brokerage fees paid in connection with the origination, acquisition, purchase and sale of its investments, (ii) expenses of managing, operating and disposing of its investments, whether payable to an affiliate or a non-affiliated person, (iii) expenses related to the personnel of the Adviser performing services for the Company other than those who provide investment advisory services to us, (iv) expenses relating to compliance-related matters and regulatory filings relating to its activities and (v) administration fees and expenses, if any, payable under the Management Agreement (including payments based upon its allocable portion of the Adviser’s overhead in performing its obligations under the Management Agreement, including rent and the allocable portion of the cost (including total compensation) of its chief financial officer and chief legal officer, and their respective staffs that assist with the activities covered by the Management Agreement).
The Adviser has agreed to advance certain of the Company's operating costs and expenses, certain costs and expenses incurred pursuant to the Management Agreement, and other expenses incurred on its behalf, through the earlier of (i) the date that its aggregate NAV is at least $200.0 million and (ii) the first anniversary of the date on which the Company first calculates NAV (the “Operating Expense Commencement Date”). The Company will reimburse the Adviser for all such advanced operating expenses ratably over the 60 months following such date. For purposes of calculating the Company's NAV, the operating costs and expenses paid by the Adviser on the Company's behalf through the Operating Expense Commencement Date will not be deducted as an expense until reimbursed by the Company.
After the Operating Expense Commencement Date, the Company will reimburse the Adviser, as applicable, for any operating expenses that it incurs on the Company's behalf as and when incurred. The reimbursements may be paid, at the Adviser’s election, as applicable, in cash or Class E shares, or any combination thereof. As of December 31, 2025, the Adviser and its affiliates have incurred operating expenses on the Company’s behalf of approximately $0.5 million. These operating expenses are presented within due to related parties on the Company’s consolidated balance sheet as of December 31, 2025 and as general and administrative expenses on the Company's consolidated statement of operations. As of December 31, 2025, no reimbursements have been paid to the Adviser.
Organization and Offering Expenses — The Adviser advances all of the Company’s organization and offering expenses through the earlier of (i) the date that the Company’s aggregate NAV is at least $200.0 million and (ii) the first anniversary of the date on which the Company first calculates NAV. The Company will reimburse the Adviser for all such advanced expenses ratably over the 60 months following the date on which the Adviser stops advancing organization and offering expenses per the prior sentence. Thereafter, the Company will reimburse the Adviser for any organization and offering expenses as and when incurred. The reimbursements may be paid, at the Adviser’s election, in cash or Class E shares, or any combination thereof.
Organizational and offering expenses include, without limitation, costs incurred in connection with the Company's formation and offering activities, such as underwriting and placement-related costs, legal, accounting and tax fees, printing and filing fees, marketing and distribution expenses, transfer agent and subscription processing costs, and other out-of-pocket costs related to strutting, organizing and offering the Company's shares. There is no cap on organizational and offering expenses.
As of December 31, 2025, the Adviser and its affiliates have incurred organization and offering expenses on the Company’s behalf of approximately $2.7 million. Such costs became the Company’s liability on December 1, 2025, the date of the initial closing of the Company’s Offering. These organization and offering expenses are presented within due to related parties on the
Company’s consolidated balance sheet as of December 31, 2025, and as organization costs on the Company's consolidated statement of operations.
Recently Adopted Accounting Standards — In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures (Topic 740), which focuses on income tax disclosures around effective tax rates and cash income taxes paid. This standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation, including a tabular rate reconciliation for specified categories and additional information for reconciling items that meet a quantitative threshold. The standard also requires a summary of federal, state and local, and foreign income taxes paid, net of refunds received, as well as separate disclosure of payments made to jurisdictions representing 5% or more of total income taxes paid. This standard became effective for the Company for the period ended December 31, 2025. The adoption of the new standard did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Standards — In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This standard requires public companies to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The new standard, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact on its consolidated financial statements upon adoption.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses for current accounts receivable and current contract assets under FASB Accounting Standards Codification 606 - Revenues from Contracts with Customers. The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This ASU is effective for the Company on January 1, 2026, with early adoption permitted. The Company is currently evaluating the potential impact on its consolidated financial statements upon adoption.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements and the applicability of Topic 270. This ASU is effective for the Company on January 1, 2028, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
The Company is an emerging growth company and has elected not to use the extended transition period for adopting new or revised accounting standards; accordingly, the Company adopts such standards on the effective dates applicable to public companies.