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)
October 2, 2026
MACKENZIE REALTY CAPITAL INC.
(Exact name of registrant as specified in its charter)
| Maryland | | 000-55006 | | 45-4355424 |
| (State of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 89 Davis Road, Suite 100 Orinda, California | | 94563 |
| (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 |
| Common Stock, $0.0001 par value | MKZR | Nasdaq Capital Market |
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 October 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.
On or about October 2, 2026, MacKenzie Realty Capital, Inc. mailed a notice letter to holders of Series A, Series B, and Series C Preferred Shares notifying them of the temporary suspension of the Dividend Reinvestment Program. The full text of the letter is attached as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated by reference herein
The Board of Directors has also approved the regular dividends for the quarter ending December 31, 2026 for Series A, Series B, and Series C Preferred shares.
Item 9.01 Financial Statements and Exhibits.
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Exhibit Number
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Description
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99.1
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Letter to Series A preferred stockholders
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99.2
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Letter to Series B preferred stockholders
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99.3
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Letter to Series C preferred stockholders
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99.4
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Letter to all preferred stockholders
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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.
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MACKENZIE REALTY CAPITAL, INC.
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(Registrant)
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Date: October 2, 2026
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By:
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/s/ Robert Dixon
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Robert Dixon
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President
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0001550913
false
0001550913
2026-10-02
2026-10-02
October 2, 2026
Dear Preferred Shareholder:
MacKenzie Realty Capital, Inc. (“MRC”) will issue the preferred dividend in about two weeks, but we are writing this letter to you to notify you that for this quarter the Dividend Reinvestment Program (“DRIP”) has been suspended.
MRC announced this week that it has temporarily suspended the preferred share repurchase program to enable it to better react to any strategic alternative that may be brought to it by its financial advisor, Maxim Group LLC (“Maxim”). MRC’s issuance of common stock in exchange for preferred shares has resulted in additional selling pressure on MRC’s common stock, which the Board believes would make the negotiation of any potential strategic transaction more difficult. MRC continues to review strategic alternatives brought to it by Maxim, and the Board expects to reassess the Preferred Share Repurchase Program in due course. There can be no assurance that MRC will enter into any strategic transaction as a result of these efforts.
In light of the suspension of the share repurchase program, MRC needs to update the Offering Circular, so the pending October Dividend will be paid in all cash on each of the Series A, B, and C preferred shares, including to holders who had elected DRIP participation for this cycle. MRC intends to resume DRIP participation for all currently enrolled participants on the next regular dividend cycle after the SEC qualifies the amended Offering Circular, with no new election required from enrolled participants to be reinstated. The regular dividend is payable to shareholders of record as of September 30, 2026. The amounts are the same as in previous quarters, and you will receive another letter accompanying the payment or or about October 15, 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.
October 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 September 30, 2026. Shareholders accepted into the Fund as of July 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 August 1 will receive 2/3rd of that amount (or $0.25 per share), and those accepted as of September 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, 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 October 31, November 30, and December 31, 2026. This dividend will be paid during the month of January 2027.
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.
October 15, 2026
Dear Shareholder:
MacKenzie Realty Capital, Inc. (“MRC”) is issuing its quarterly Series B preferred share dividend to holders of record as of September 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 $0.1875 per share per month. The following table sets forth the dividends paid and accrued by month of acceptance:
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Acceptance
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Cash
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Accrued
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Total
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Date
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Dividends
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Dividends
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Dividend
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7/1/2026
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$ 0.1875
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$ 0.5625
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$ 0.75
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8/1/2026
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$ 0.1250
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$ 0.3750
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$ 0.50
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9/1/2026
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$ 0.0625
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$ 0.1875
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$ 0.25
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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, 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 October 31, November 30, and December 31, 2026. This dividend will be paid during the month of January 2027.
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,
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.
October 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 September 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 $0.1875 per share per month. The following table sets forth the dividends paid and accrued by month of acceptance:
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Acceptance
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Date
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Dividend
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4/1/2026
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$ 0.5625
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5/1/2026
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$ 0.3750
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6/1/2026
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$ 0.1875
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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 October 31, November 30, and December 31, 2026. This dividend will be paid during the month of January 2027.
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.
