[8-K] MacKenzie Realty Capital, Inc. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
MacKenzie Realty Capital, Inc. has detailed quarterly dividends for its Series A, Series B and Series C preferred shares, all payable to holders of record as of June 30, 2026. The communication also describes dividend rates the board has approved for upcoming preferred share record dates through September 30, 2026, with payment in October 2026.
For Series A, investors accepted as of April 1 or earlier receive $0.375 per share (6% annualized), with $0.25 for May 1 acceptances and $0.125 for June 1; the board approved further Series A dividends of $0.125 per share per month for July 31, August 31 and September 30 record dates. Series B preferred shares carry a 12% preferred return on the $25 purchase price, split between cash dividends of $0.75 per share per year ($0.0625 per month) and accrued returns of $2.25 per year ($0.1875 per month). Series C preferred shares provide a 9% preferred return, or $2.25 per share per year, equating to $0.1875 per month, with similar July–September record dates and October payment timing.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 7.01, 8.01, 9.01
3 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Series A dividend (accepted by April 1, 2026): $0.375 per share
Series A future monthly dividend rate: $0.125 per share per month
Series B preferred return: 12% on $25 purchase price
+4 more
7 metrics
Series A dividend (accepted by April 1, 2026)
$0.375 per share
Quarterly Series A dividend for shareholders of record June 30, 2026 accepted as of April 1 or earlier
Series A future monthly dividend rate
$0.125 per share per month
Approved for Series A record dates July 31, August 31 and September 30, 2026, payable in October 2026
Series B preferred return
12% on $25 purchase price
Split between 3% current cash dividends and 9% accrued return for Series B preferred shares
Series B monthly cash dividend
$0.0625 per share per month
Current cash portion of Series B preferred return
Series B monthly accrued return
$0.1875 per share per month
Accrued return portion of Series B preferred shares
Series C preferred return
9% on $25 purchase price
Equates to $2.25 per share per year for Series C preferred shares
Series C monthly dividend
$0.1875 per share per month
Preferred return on Series C shares expressed as a monthly dividend rate
Key Terms
preferred return, Dividend Reinvestment Plan, accrued return, forward-looking statements, +1 more
5 terms
preferred return financial
"the Series B Preferred shares have a preferred return of 12% on the $25 purchase price"
Preferred return is a minimum annual return that certain investors are promised before the manager or owner shares in profits; think of it as the first slice of earnings that gets paid out like a priority lane. It matters to investors because it reduces downside risk and sets a performance benchmark — managers only earn their performance-based share after this preferred amount is delivered, so it affects expected cash flow timing and alignment of incentives.
Dividend Reinvestment Plan financial
"if you participate in the Dividend Reinvestment Plan, your dividend has been transmitted"
A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.
accrued return financial
"and a 9% accrued return of $2.25 per share per year"
forward-looking statements regulatory
"constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Offering Circular regulatory
"only the Offering Circular should be relied upon for any investment decision"
An offering circular is a formal disclosure document provided to potential investors when a company or issuer makes securities available for sale. It lays out what is being sold, the price and terms, key financial facts, management background, intended use of proceeds and the main risks — like the product label and instruction manual for an investment. Investors use it to compare options and judge whether the risk and potential return fit their needs.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
July 14, 2026
(Exact name of registrant as specified in its charter)
| | | | | |
| (State of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
| | | |
| (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 |
| | | |
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 July 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, 2025, 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 September 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: July 14, 2026
|
By:
|
/s/ Robert Dixon
|
|
|
|
|
Robert Dixon
|
|
|
|
|
President
|
|
July 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 June 30, 2026. Shareholders accepted into the Fund as of April 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 May 1 will receive 2/3rd of that amount (or $0.25 per share), and those accepted as of June 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 July 31, August 31, and September 30, 2026. This dividend will be paid during the month of October 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.
July 15, 2026
Dear Shareholder:
MacKenzie Realty Capital, Inc. (“MRC”) is issuing its quarterly Series B preferred share dividend to holders of record as of June 30, 2026. 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
|
|
4/1/2026
|
$ 0.1875
|
$ 0.5625
|
$ 0.75
|
|
5/1/2026
|
$ 0.1250
|
$ 0.3750
|
$ 0.50
|
|
6/1/2026
|
$ 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 July 31, August 31, and September 30, 2026. This dividend will be paid during the month of October 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.
July 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 June 30, 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
|
|
4/1/2026
|
$ 0.5625
|
|
5/1/2026
|
$ 0.3750
|
|
6/1/2026
|
$ 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 July 31, August 31, and September 30, 2026. This dividend will be paid during the month of October 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.