Form 8-K

8-K — MacKenzie Realty Capital, Inc.

Accession: 0001550913-26-000013

Filed: 2026-04-16

Period: 2026-04-15

CIK: 0001550913

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — mrc8k04152026.htm (Primary)

EX-99.1 — LETTER TO SERIES A PREFERRED STOCKHOLDERS (exhibit991.htm)

EX-99.2 — LETTER TO SERIES B PREFERRED STOCKHOLDERS (exhibit992.htm)

EX-99.3 — LETTER TO SERIES C PREFERRED STOCKHOLDERS (exhibit993.htm)

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8-K — FORM 8K

8-K (Primary)

Filename: mrc8k04152026.htm · Sequence: 1

false000155091300015509132026-04-152026-04-15

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): April 15, 2026

MacKenzie Realty Capital, Inc.

(Exact Name of Registrant as Specified in Its Charter)

000-55006

(Commission File Number)

Maryland

45-4355424

(State or Other Jurisdiction of Incorporation)

(I.R.S. Employer Identification No.)

89 Davis Road, Suite 100

Orinda, California 94563

(Address of principal executive offices, including zip code)

(925) 631-9100

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(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:

☐

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 per value

MKZR

NASDAQ

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

of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On or about April 15, 2026, MacKenzie Realty Capital, Inc., will mail a letter to its Series A, B and C preferred stockholders.

The full text of the letters is attached as Exhibit 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K and is incorporated by

reference herein.

The information in this Current Report is furnished pursuant to Item 7 and shall not be deemed to be “filed” for the purpose of Section 18 of the

Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This information will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by

Regulation FD.

Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations, or projections relating to items such as the timing of payment

of dividends are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations and

assumptions with respect to, among other things, future economic, competitive and market conditions and future business decisions that may prove incorrect or inaccurate. Important factors that could cause actual results to differ materially from

those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended June 30, 2024, as amended, and its other filings with the Securities and Exchange

Commission.

Item 8.01 Other Events.

The Board of Directors has also approved the regular dividends for the quarter ending June 30, 2026 for Series A, Series B, and Series C Preferred shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

99.1

Letter to Series A preferred stockholders

99.2

Letter to Series B preferred stockholders

99.3

Letter to Series C preferred stockholders

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: April 15, 2026

By:

/s/ Robert Dixon

Robert Dixon

President

EX-99.1 — LETTER TO SERIES A PREFERRED STOCKHOLDERS

EX-99.1

Filename: exhibit991.htm · Sequence: 2

April 15, 2026

Dear Shareholder:

MacKenzie Realty Capital, Inc. (“MRC”) is again issuing its quarterly Series A preferred share dividend. The dividend is payable to shareholders of record

as of March 31, 2026. Shareholders accepted into the Fund as of January 1 (or prior) will receive a dividend of $0.375 per share, which is equal to an annualized

rate of 6%. Shareholders accepted into the Fund as of February 1 will receive 2/3rd of that amount (or $0.25 per share), and those accepted as of March 1 will receive 1/3rd of that amount (or $0.125 per share).

Enclosed is your Investor Statement with this quarter’s payment details. If you invested through a trustee or custodian or requested a third-party

deposit, or if you participate in the Dividend Reinvestment Plan, your dividend has been transmitted as directed. If you receive a cash dividend, your check will arrive separately.

In addition, the Board has approved a Series A preferred share dividend at the rate of $0.125 per month to holders of record as of April 30, May 31, and June 30, 2026. This dividend will be paid during the month of July

2026.

We appreciate your investment in MRC. We are excited about the interest we have received in MRC from investors and the investment opportunities we have

encountered. We believe your confidence in us will be rewarded.

Sincerely,

MacKenzie Realty Capital, Inc.

Robert E. Dixon, President

The statements and certain other information contained in this letter, which can be identified by the use of forward-looking

terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believe,” “plans,” “likely,” “anticipate,” “position,” “probable,” “committed,” “achieve,”

“rewarded,” and “focused,” or the negative thereof or other variations thereon or comparable terminology, constitute “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, and are subject to the safe harbors created thereby. These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment.

Such risks and uncertainties could cause actual results to differ materially from those projected. These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk

factors.

This letter does not constitute an offer to purchase or sell Mackenzie securities; only the Offering Circular should be relied upon for

any investment decision. No money or consideration is being solicited by the information in this letter or any other communication and, if sent, money will not be accepted and will be promptly returned. A potential investor’s indication of interest

does not create a commitment to purchase the securities we are offering. Any such indication of interest may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given and all other

requirements to accept an investment from a potential investor are met. A copy of the Offering Circular may be obtained on the SEC’s EDGAR website.

EX-99.2 — LETTER TO SERIES B PREFERRED STOCKHOLDERS

EX-99.2

Filename: exhibit992.htm · Sequence: 3

April 15, 2026

Dear Shareholder:

MacKenzie Realty Capital, Inc. (“MRC”) is issuing its quarterly Series B preferred share dividend. As you know, the Series B Preferred shares have a

preferred return of 12% on the $25 purchase price, which consists of a 3% current cash dividend of $0.75 per share per year and a 9% accrued return of $2.25 per share per year. This amounts to cash dividends of $0.0625 per share per month, and an

accrued return of $0.1875 per share per month. The following table sets forth the dividends paid and accrued by month of acceptance:

Acceptance

Cash

Accrued

Total

Date

Dividends

Dividend

1/1/2026

0.1875

0.5625

0.75

2/1/2026

0.1250

0.3750

0.50

3/1/2026

0.0625

0.1875

0.25

Enclosed is your Investor Statement with this quarter’s payment details with an Accrual Statement. If you invested through a trustee or custodian or

requested a third-party deposit, or if you participate in the Dividend Reinvestment Plan, your dividend has been transmitted as directed. If you receive a cash dividend, your check will arrive separately. In addition, the Board has approved a Series

B preferred share dividend at the rate of $0.0625 per month to holders of record as of April 30, May 31, and June 30, 2026. This dividend will be paid during the month of July 2026.

We appreciate your investment in MRC. We are excited about the interest we have received in MRC from investors and the investment opportunities we have

encountered. We believe your confidence in us will be rewarded.

Sincerely,

MACKENZIE REALTY CAPITAL, INC.

Robert E. Dixon, President

The statements and certain other information contained in this letter, which can be identified by the use of forward-looking terminology

such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believe,” “plans,” “likely,” “anticipate,” “position,” “probable,” “committed,” “achieve,” “rewarded,” and

“focused,” or the negative thereof or other variations thereon or comparable terminology, constitute “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, and are subject to the safe harbors created thereby. These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment. Such risks and

uncertainties could cause actual results to differ materially from those projected. These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.

This letter does not constitute an offer to purchase or sell Mackenzie securities; only the Offering Circular should be relied upon for

requirements to accept an investment from a potential investor are met. A copy of the Offering Circular may be obtained on the SEC’s EDGAR website.

EX-99.3 — LETTER TO SERIES C PREFERRED STOCKHOLDERS

EX-99.3

Filename: exhibit993.htm · Sequence: 4

April 15, 2026

Dear Shareholder:

MacKenzie Realty Capital, Inc. (“MRC”) is issuing its quarterly Series C preferred share dividend. The dividend is payable to shareholders of record as of

March 31, 2026.

As you know, the Series C Preferred shares have a preferred return of 9% on the $25 purchase price, or $2.25 per share per year. This amounts to $0.1875 per

share per month. The following table sets forth the dividends paid and accrued by month of acceptance:

Acceptance

Date

Dividend

1/1/2026

0.5625

2/1/2026

0.3750

3/1/2026

0.1875

In addition, the Board has approved a Series C preferred share dividend at the rate of $0.1875 per month to holders of record as of April 30, May 31, and June 30, 2026. This dividend will be paid during the month of July 2026.

We appreciate your investment in MRC. We are excited about the interest we have received in MRC from investors and the investment opportunities we have

encountered. We believe your confidence in us will be rewarded.

Sincerely,

MacKenzie Realty Capital, Inc.

Robert E. Dixon, President

The statements and certain other information contained in this letter, which can be identified by the use of forward-looking terminology

This letter does not constitute an offer to purchase or sell

Mackenzie securities; only the Offering Circular should be relied upon for any investment decision. No money or consideration is being solicited by the information in this letter or any other communication and, if sent, money will not be accepted and

will be promptly returned. A potential investor’s indication of interest does not create a commitment to purchase the securities we are offering. Any such indication of interest may be withdrawn or revoked, without obligation or commitment of any

kind, at any time before notice of its acceptance is given and all other requirements to accept an investment from a potential investor are met. A copy of the Offering Circular may be obtained on the SEC’s website: https://www.sec.gov/Archives/edgar/data/1550913/000155091325000096/offeringcircular06132025.htm.

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