Form 8-K

8-K — MacKenzie Realty Capital, Inc.

Accession: 0001550913-26-000017

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001550913

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — mxzr-20260515.htm (Primary)

EX-99.1 (pressrelease51526.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT FILING

8-K (Primary)

Filename: mxzr-20260515.htm · Sequence: 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported)

May 15, 2026

MACKENZIE REALTY CAPITAL INC.

(Exact name of registrant as specified in its charter)

Maryland

000-55006

45-4355424

(State of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

89 Davis Road, Suite 100

Orinda, California

94563

(Address of principal executive offices)

(Zip Code)

(925) 631-9100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

MKZR

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 8.01 Other Events.

On May 15, 2026, we announced financial

results for the 3rd fiscal quarter ended March 31, 2026. A copy of

the press release is filed as Exhibit 99.1 to this Current Report on Form

8-K and incorporated herein by reference.

The filing of the attached press release

is not an admission as to the materiality of any information therein. The

information contained in the release is summary information that is intended to

be considered in the context of more complete information included in our

filings with the U.S. Securities and Exchange Commission (the “SEC”) and other

public announcements that we have made and may make from time to time by press

release or otherwise. We undertake no duty or obligation to update or revise

the information contained in this press release, although we may do so from

time to time as our management believes is appropriate. Any such updating may

be made through the filing of other reports or documents with the SEC, through

press releases or through other public disclosures.

Forward-Looking Statements

This Current Report on Form 8-K may

contain forward-looking statements within the meaning of Section 27A of the

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange

Act of 1934, as amended, including, among others, our ability to remain

financially healthy, and our expected future growth prospects. All statements

other than statements of historical fact are, or may be deemed to be,

forward-looking statements. In some cases, forward-looking statements can be

identified by the use of forward-looking terms such as “anticipate,”

“estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,”

“potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,”

“forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory,”

“focus,” “work to,” “attempt,” “pursue,” or the negative of these terms or

other comparable terms. However, the absence of these words does not mean that

the statements are not forward-looking. These forward-looking statements are

based on certain assumptions and analyses made by us in light of our experience

and our perception of historical trends, current conditions and expected future

developments, as well as other factors we believe are appropriate in the

circumstances. For a further discussion of factors that could cause our

future results, performance, or transactions to differ significantly from those

expressed in any forward-looking statement, please see the section titled “Risk

Factors” in annual reports on Form 10-K and quarterly reports on Form 10-Q that

we file with the Securities and Exchange Commission from time to time.

Item 9.01 Financial Statements and Exhibits.

Exhibits

Exhibit Number

Description

99.1

Press Release issued May 15, 2026

104

Cover Page Interactive Data

File (embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MACKENZIE REALTY CAPITAL, INC.

(Registrant)

Date: May 15, 2026

By:

/s/ Robert Dixon

Robert Dixon

President

2026-05-15

0001550913

false

0001550913

2026-05-15

EX-99.1

Filename: pressrelease51526.htm · Sequence: 5

NEWS RELEASE

FOR IMMEDIATE RELEASE

MacKenzie Realty Capital Reports Third Quarter 2026 Financial Results and Stabilization of Development

Orinda, Calif., (May 15, 2026) – MacKenzie Realty Capital, Inc. (Nasdaq: MKZR) (“MacKenzie” or the “Company”) today announced its financial results for the fiscal quarter ended March 31, 2026, and announced its Aurora at Green Valley is now stabilized and over 90% leased.

Key Financial Highlights:

Operating Results for the Quarter Ended March 31, 2026:

Net revenues for quarter ended March 31, 2026, were $5.4 million, an increase of 27% from $4.3 million in the same period of 2025.

Net operating loss was $2.5 million, as compared to a net operating loss of $5.8 million in the same period of 2025, a 57% reduction.

Net loss was $1.0 million, compared to a $6.1 million loss in the same period of 2025, an 84% reduction.

The Company had a positive $308,040 of funds from operations (“FFO”) for the quarter compared to negative $3.2 million in the same period of 2025. The net loss of $1.0 million was offset by $2.1 million in depreciation expense, and $0.8 million of unrealized gains from investments.

Further, adding back straight-line rent adjustments, amortization of below market lease rent, amortization of loan fees, and mark-to-market debt adjustments, the adjusted FFO (“AFFO”) was a positive $537,514 for the fiscal quarter compared to negative $2.3 million for the same period in 2025.

Aurora at Green Valley is now stabilized and over 90% leased.

As reported on March 6, 2026, the Company borrowed $1 million from Streeterville Capital (“Streeterville”) to purchase 219,959.104 shares of CNL Healthcare Properties, Inc. for $1,000,814 in advance of a merger with Sonida Senior Living (“SNDA”). The merger closed on schedule and we received a total of $1,562,125 in cash and shares which we sold for a profit of $521,718. We paid down the loan to Streeterville.

Robert Dixon, CEO and President of MacKenzie Realty Capital, stated, “The quarterly results were in line with our internal expectations, and we are pleased with return to FFO profitability. We remain focused on successfully executing our growth initiatives while maintaining financial discipline which we believe will deliver sustained value creation over the long term.”

“We are particularly pleased that our revenues continue to grow and that we have returned to FFO and AFFO profitability” concluded Mr. Dixon.

Non-GAAP Financial Measures

Reconciliations, definitions and important discussions regarding the usefulness and limitations of FFO and AFFO, the Non-GAAP Financial Measures used in this release, can be found below.

About MacKenzie Realty Capital, Inc.

MacKenzie, founded in 2013, is a West Coast-focused REIT that intends to invest at least 80% of its total assets in real property, and up to a maximum of 20% of its total assets in illiquid real estate securities. We intend for the real property portfolio to be approximately 50% multifamily and 50% boutique class A office. The current portfolio includes interests in 5 multifamily properties and 8 office properties plus 1 multifamily development.

For more information, please contact MacKenzie at (800) 854-8357. Please visit our website at: http://www.mackenzierealty.com

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, among others, our ability to remain financially healthy, and our expected future growth prospects. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory,” “focus,” “work to,” “attempt,” “pursue,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. For a further discussion of factors that could cause our future results, performance, or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” in annual reports on Form 10-K and quarterly reports on Form 10-Q that we file with the Securities and Exchange Commission from time to time.

89 Davis Road, Suite 100 • Orinda, California 94563 • Toll-Free (800) 854-8357 • Local (925) 631-9100 • www.mackenzierealty.com

Funds from Operations (“FFO”) – The Company believes that funds from operations (“FFO”), as defined in accordance with the definition used by the National Association of Real Estate Investment Trusts (“NAREIT”), and adjusted funds from operations (“AFFO”) are important non-GAAP supplemental measures of our operating performance. Because the historical cost accounting convention used for real estate assets requires straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. However, since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation and amortization, among other items, from net income, as defined by GAAP. FFO is defined as net income, computed in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization. The Company defines AFFO as FFO excluding the impact of straight-line rent, above-/below-market leases, amortization of loan fees, mark-to-market debt adjustments, and certain non-recurring items such as consulting and marketing fees and stock issued as part of our listing efforts. We believe that the use of FFO, combined with the required GAAP presentations, improves the understanding of our operating results among investors and makes comparisons of operating results among REITs more meaningful. We consider FFO and AFFO to be useful measures for reviewing comparative operating and financial performance because, by excluding the applicable items listed above, FFO and AFFO can help investors compare our operating performance between periods or as compared to other companies. We also use AFFO as the basis for computing the quarterly bonus management fee payable to our Real Estate Adviser under the Advisory Management Agreement, as amended effective January 1, 2026. While FFO and AFFO are relevant and widely used measures of operating performance of REITs, they do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating our liquidity or operating performance. FFO and AFFO also do not consider the costs associated with capital expenditures related to our real estate assets nor do they purport to be indicative of cash available to fund our future cash requirements. Further, our computation of FFO and AFFO may not be comparable to FFO and AFFO reported by other REITs that do not define FFO in accordance with the current NAREIT definition or that interpret the current NAREIT definition or define AFFO differently than we do.

The following table reconciles our calculations of FFO and AFFO for the three months ended March 31, 2026 and 2025, to net loss the most directly comparable GAAP financial measure, for the same periods:

Three Months Ended:

March 31, 2026

March 31, 2025

Net loss (GAAP Basis)

(985,784)

(6,093,080)

Adjustment for non-cash transactions:

depreciation and amortization

2,114,736

2,634,617

impairment loss

unrealized loss (gain)

(820,912)

293,458

FFO

$308,040

$(3,165,005)

Adjustments for:

Straight line rent adjustment

(11,043)

170,715

Amortization of below market lease rent

(30,221)

(58,045)

Amortization of loan fees and Debt mark-to-market

270,738

759,869

AFFO

$537,514

$(2,292,466)

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