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
|
|
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.
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
|
|
|
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
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.
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
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 website: https://www.sec.gov/Archives/edgar/data/1550913/000155091325000096/offeringcircular06132025.htm.
