Tannenbaum boosts Advanced Flower Capital (AFCG) stake to 26.2%

Rhea-AI Filing Summary

Advanced Flower Capital Inc. shareholder Leonard M. Tannenbaum filed Amendment No. 5 to his Schedule 13D, reporting beneficial ownership of 6,175,981 common shares, equal to 26.2% of the class. His stake rose about 1.3 percentage points after open-market purchases funded with personal cash.

He directly holds 5,995,581 shares and is attributed 180,400 shares held by the Tannenbaum Family Foundation, where he serves as President and disclaims beneficial ownership except for any pecuniary interest. The reported amount excludes 218,907 shares held by his spouse, over which he also disclaims beneficial ownership.

Insights

Equity ownership and governance analyst

Tannenbaum modestly increases his already large AFCG ownership stake.

Leonard M. Tannenbaum now reports beneficial ownership of 6,175,981 shares of Advanced Flower Capital Inc. common stock, or 26.2% of the outstanding class, based on 23,528,844 shares outstanding as of December 31, 2025.

The amendment notes that his aggregate beneficial stake has risen by about 1.3 percentage points since the prior Schedule 13D/A, driven by multiple open-market purchases using personal funds. This suggests greater economic exposure, though it does not by itself change control rights beyond those tied to his reported ownership level.

He directly holds 5,995,581 shares and is attributed 180,400 shares held by the Tannenbaum Family Foundation, where he disclaims beneficial ownership except for any pecuniary interest. The 26.2% figure excludes 218,907 shares owned by his spouse, which he also disclaims, clarifying which shares are counted toward his reportable stake.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Advanced Flower Capital Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

Leonard M. Tannenbaum
477 S. Rosemary Ave, Suite 301,
West Palm Beach, FL, 33401
(561) 510-2390

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Leonard M. Tannenbaum

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,995,581.00
8	Shared Voting Power 180,400.00
9	Sole Dispositive Power 5,995,581.00
10	Shared Dispositive Power 180,400.00

11

Aggregate amount beneficially owned by each reporting person

6,175,981.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by Leonard M. Tannenbaum (the "Reporting Person") with respect to Advanced Flower Capital Inc. (the "Issuer") on April 2, 2021 (the "Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed on July 2, 2024, Amendment No. 2 to Schedule 13D filed on August 26, 2025, Amendment No. 3 to Schedule 13D filed on August 29, 2025 and Amendment No. 4 to Schedule 13D filed on November 24, 2025. This Amendment No. 5 is being filed to report changes in the Reporting Person's beneficial ownership of the Issuer's common stock, par value $0.01 per share (the "Common Stock"). Since the filing of the Reporting Person's most recent Schedule 13D/A, the Reporting Person has acquired additional shares of the Issuer's Common Stock that resulted in an increase in the Reporting Person's beneficial ownership by more than one percent (1%) of the outstanding shares of the Issuer's Common Stock. As the aggregate result of the transactions described herein, the Reporting Person's aggregate beneficial ownership of the Issuer' Commons Stock has increased by approximately 1.3 percentage points since the filing of the most recent Schedule 13D/A. The Schedule 13D is hereby amended and supplemented to include the information set forth herein. Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified. Lines 7 and 9 consist of 5,995,581 shares of the Issuer's Common Stock held directly by the Reporting Person. Lines 8 and 10 consist of 180,400 shares of Common Stock held by the Tannenbaum Family Foundation (formerly known as the Leonard M. Tannenbaum Foundation), for which the Reporting Person serves as the President, over which the Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest. The Schedule 13D excludes 218,907 shares of Common Stock held by Ms. Robyn Tannenbaum, the Reporting Person's spouse, over which the Reporting Person disclaims beneficial ownership. Line 13 is based on the 23,528,844 shares of Common Stock outstanding as of December 31, 2025, as reported in the Issuer's Annual Report on Form 10-K, filed with the SEC on March 4, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Advanced Flower Capital Inc.
(c)	Address of Issuer's Principal Executive Offices: 477 S. Rosemary Ave., Suite 301, West Palm Beach, FLORIDA , 33401.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following information: Since November 24, 2025, the Reporting Person purchased shares of Common Stock in multiple open market transactions using personal funds, as listed on Schedule A, attached hereto, and incorporated herein.
Item 5.	Interest in Securities of the Issuer
(a)	See Items 7-11 and 13 of the cover page above and Item 3.
(b)	See Items 7-11 and 13 of the cover page above and Item 3.
(c)	Transactions in the Common Stock since the last Schedule 13D/A filing are set forth in Schedule A and are incorporated herein. Other than those transactions listed on Schedule A, no transactions in the shares of Common Stock have been effected by the Reporting Person since the filing of Amendment No. 4 to Schedule 13D on November 24, 2025.
Item 7.	Material to be Filed as Exhibits.
	Ex 99.1 - Schedule A - Attached here.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Leonard M. Tannenbaum

Signature:	/s/ Leonard M. Tannenbaum
Name/Title:	Leonard M. Tannenbaum
Date:	03/11/2026

FAQ

How much of AFCG does Leonard M. Tannenbaum now beneficially own?

Leonard M. Tannenbaum reports beneficial ownership of 6,175,981 shares of Advanced Flower Capital Inc. common stock, representing 26.2% of the outstanding class. This percentage is calculated using 23,528,844 shares outstanding as of December 31, 2025, from the company’s latest annual report.

How did Leonard Tannenbaum increase his AFCG ownership in this Schedule 13D/A?

Tannenbaum increased his Advanced Flower Capital (AFCG) stake through multiple open-market purchases of common stock since November 24, 2025. The shares were bought using personal funds, with the detailed transaction list provided in Schedule A, which is incorporated by reference into the amended Schedule 13D.

What portion of Leonard Tannenbaum’s AFCG stake is held directly vs. through a foundation?

The amendment states that Tannenbaum directly holds 5,995,581 shares of AFCG common stock. An additional 180,400 shares are held by the Tannenbaum Family Foundation, where he serves as President and disclaims beneficial ownership except to the extent of his pecuniary interest.

Does the AFCG Schedule 13D/A include shares owned by Leonard Tannenbaum’s spouse?

No. The reported aggregate amount excludes 218,907 shares of AFCG common stock held by Ms. Robyn Tannenbaum, his spouse. Leonard Tannenbaum explicitly disclaims beneficial ownership of those shares, so they are not counted in the 6,175,981-share, 26.2% beneficial ownership figure.

By how much did Leonard Tannenbaum’s AFCG ownership percentage change in this amendment?

The amendment explains that Tannenbaum’s aggregate beneficial ownership of AFCG common stock has increased by approximately 1.3 percentage points since his most recent Schedule 13D/A. This change results from his additional open-market purchases of common stock using personal funds during the period.

What share count did the AFCG Schedule 13D/A use to calculate the 26.2% ownership?

The 26.2% ownership figure is based on 23,528,844 shares of Advanced Flower Capital common stock outstanding as of December 31, 2025. That outstanding share number comes from the company’s Form 10-K annual report filed with the SEC on March 4, 2026.