Not independent
Tenure on this board
5.0 yrs
2 nominees · 3 ballot items.
Three proposals: (1) elect two Class II directors (Martin Lacoff and Ronald Young, Jr.); (2) ratify CohnReznick LLP as independent registered public accounting firm for fiscal 2026; and (3) approve an at-the-market public offering of up to $250,000,000 of Class A units to comply with NYSE American Section 713(a).
Elect two Class II directors—Martin Lacoff and Ronald Young, Jr.—to serve three-year terms expiring at the 2029 annual meeting.
Ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, for purposes of complying with Section 713(a) of the NYSE American Company Guide, the offer and sale of up to $250,000,000 of the Company’s Class A units from time to time in a registered at-the-market offering.
This management proposal seeks unitholder approval to conduct a registered “at-the-market” (ATM) offering of up to $250 million of Class A units and to permit issuance that may exceed 19.99% of currently outstanding Class A units, in order to comply with Section 713(a) of the NYSE American Company Guide. Management presents the offering as a flexible capital-raising tool intended to strengthen the Company’s balance sheet and provide funds to support, acquire, develop or redevelop commercial real estate assets and related investments. The proposal acknowledges dilution risk—issuance could materially reduce existing unitholders’ proportional ownership and voting power—and warns that sales or the perception of sales could depress market price. The offering is structured on a continuous “best efforts” ATM basis under Rule 415, giving the Company discretion to sell units over time at prevailing market prices, which may be below certain historical minimums and thus could be dilutive at lower prices. The Board frames approval as necessary both to comply with NYSE listing rules (Section 713(a)) and to preserve access to opportunistic capital on favorable or timely terms; failure to approve would limit the Company’s ability to issue more than 19.99% of outstanding units in the ATM and could force the Company to seek alternative, potentially more expensive financing. The discussion of use of proceeds is broad and typical for an externally managed real estate investment vehicle—supporting existing portfolio assets, new acquisitions, debt and equity investments, and opportunistic transactions—without project-level specificity, which leaves capital allocation discretion with management. Given the Manager/Sponsor affiliations and related-party arrangements disclosed elsewhere in the proxy, investors should weigh governance and potential conflicts in assessing the proposal’s benefit versus dilution and market impact. The Board recommends a vote FOR, arguing that the strategic benefits and optionality of incremental capital access outweigh the dilution risks, but sophisticated investors should consider likely issuance cadence, potential price impact, and alternatives before supporting the measure.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Empirical Financial Services, LLC d.b.a. Empirical Wealth Management | 6.05% | 241,017 | $11M |
| 2 | Precision Wealth Strategies, LLC | 5.90% | 235,002 | $11M |
| 3 | Belpointe Asset Management LLC | 5.46% | 217,600 | $10M |
| 4 | United Asset Strategies, Inc. | 2.23% | 88,722 | $4M |
| 5 | OSAIC HOLDINGS, INC. | 1.41% | 56,347 | $3M |
| 6 | OSAIC HOLDINGS, INC. | 0.95% | 37,730 | $2M |
| 7 | Brookwood Investment Group LLC | 0.90% | 35,995 | $2M |
| 8 | Cambridge Investment Research Advisors, Inc. | 0.66% | 26,160 | $1M |
| 9 | LPL Financial LLC | 0.64% | 25,517 | $1M |
| 10 | Mason Associates Inc | 0.62% | 24,640 | $1M |
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