Form 8-K/A

8-K/A — Stewards, Inc.

Accession: 0001663577-26-000321

Filed: 2026-10-07

Period: 2026-09-21

CIK: 0001795851

SIC: 6153 (SHORT-TERM BUSINESS CREDIT INSTITUTIONS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K/A — swrd8ka_100726.htm (Primary)

EX-99.3 — UPDATED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF STEWARDS, INC. GIVING EFFECT TO THE ENVY ACQUISITION. (ex99_3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — FORM 8-K AMENDMENT NO. 1

8-K/A (Primary)

Filename: swrd8ka_100726.htm · Sequence: 1

Stewards, Inc. - Form 8-K - September 21, 2026

true

Update Pro Forma Information

0001795851

2026-09-21

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K/A

Amendment

No.1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): September

21, 2026

Stewards, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-43473

88-0436017

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

4300 N. University Drive Suite D-105

Lauderhill, Florida

33351

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 1.516.419-5300

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 (17CFR 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, par value $0.0001 per share

SWRD

The

Nasdaq Stock Market LLC

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. [ ]

EXPLANATORY NOTE

On September 29, 2026, Stewards, Inc. (the "Company")

filed a Current Report on Form 8-K (the "Original Report") reporting the completion of the acquisition of Envy Pompano Beach

on September 23, 2026. This Amendment No. 1 on Form 8-K/A (this "Amendment") amends Item 1.01 and Item 9.01(b) of the Original

Report and replaces Exhibit 99.3 with updated unaudited pro forma condensed combined financial information.

The restated escrow paragraph below supersedes

the corresponding paragraph in Item 1.01 of the Original Report. Item 2.01 incorporates that disclosure by reference. No other disclosure

in the Original Report is amended.

Following further analysis of the mandatory

redemption provisions applicable to the 7,000,000 shares placed in escrow at closing, the Company revised its preliminary accounting presentation.

The updated pro forma information treats those shares as mandatorily redeemable financial instruments under ASC 480. The shares were legally

issued at closing and remain issued and outstanding until cancelled. They are not classified in stockholders’ equity and are excluded

from weighted-average shares outstanding. The required-redemption obligation is presented as a current liability under ASC 480 at a preliminary

estimated acquisition-date fair value of $20.043 million. That estimate represents the present value of the seven contractual $3.0 million

payments, totaling $21.0 million, discounted at a preliminary 18.0% annual effective rate. That rate and the resulting measurement remain

subject to completion of the valuation specialist’s analysis and auditor review. The remaining 7,263,025 rollover shares delivered

directly to the sellers are recognized in equity at the $2.42 acquisition-date closing price, or approximately $17.577 million. The resulting

preliminary accounting consideration remains approximately $84.830 million. The preliminary recorded real estate and intangible basis

is approximately $86.682 million, including approximately $0.374 million of capitalized direct acquisition costs, approximately $1.471

million of existing-lender charges borne by the Purchaser and approximately $0.007 million of net working-capital re-cut. Because the

pro forma statements of operations give effect to the acquisition as if it occurred on January 1, 2025, the full $0.957 million discount

accretion is included in FY2025 interest expense. Under the actual closing schedule, accretion is expected from October 5, 2026 through

April 5, 2027. This accounting revision does not change the $90.0 million contractual purchase price, the legal issuance of 14,263,025

shares or the Company’s cash obligations under the transaction agreements. The updated Exhibit 99.3 also reflects the removal of

duplicate H1 2026 in-place lease amortization, re-footed operating subtotals, revised working-capital liabilities and the resulting balance-sheet

changes. The updated pro forma presents preliminary net loss of approximately $29.429 million, or $0.21 per share, for FY2025 and approximately

$14.933 million, or $0.08 per share, for the six months ended June 30, 2026. The updated balance sheet presents a cash adjustment of approximately

$(0.923) million, fixed assets of approximately $85.235 million, intangible assets of approximately $1.447 million, a total-liability

adjustment of approximately $70.429 million and combined total liabilities of approximately $206.479 million.

Except as specifically amended by this Amendment,

the Original Report remains unchanged. This Amendment should be read together with the Original Report. Capitalized terms used but not

defined in this Amendment have the meanings assigned to them in the Original Report.

Item 1.01 Entry into a Material Definitive

Agreement

The paragraph under “Purchase Consideration

and Escrowed Shares” in Item 1.01 of the Original Report describing the escrow and required redemption is amended and restated in

full as follows:

In connection with the closing, the Company,

Envy Development PB, LLC, The Myelin Group, LLC and ClearTrust, LLC entered into an Escrow Agreement effective as of September 23, 2026.

Under the Escrow Agreement, 7,000,000 of the issued shares, having an agreed contractual value of $21.0 million, were deposited with ClearTrust,

LLC as escrow agent. Those shares were legally issued at closing and remain issued and outstanding until cancelled. Beginning October

5, 2026, and generally on the fifth day of each month thereafter through April 5, 2027, the Company is required to pay the sellers $3.0

million in cash and, concurrently with each payment, cancel 1,000,000 escrowed shares. Shares cancelled under that provision are retired

and do not remain outstanding. A sale of escrowed shares, or a borrowing against those shares, may be used to fund a required redemption

only by mutual agreement. It is not the default. The parties are to pursue registered sales, privately negotiated sales and borrowings

as potential sources of liquidity, but neither party can impose a liquidity measure on the other. Shares actually sold under an agreed

liquidity measure remain outstanding and are not cancelled, and the Company’s obligation for that redemption is then limited to

any shortfall below $3.0 million. If no liquidity measure is agreed, the Company remains obligated to pay the full $3.0 million and to

cancel the related 1,000,000 shares. The escrowed shares are subject to a stop-transfer and may be transferred or released only on joint

instructions. The Company is obligated to pay daily liquidated damages for late redemption payments, initially at $1,000 per day for each

outstanding redemption and increasing to $2,000 per day after the first calendar month.

Except for the paragraph restated above, Item 1.01 of the Original

Report is unchanged and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

The updated unaudited pro forma condensed combined

financial information giving effect to the Envy acquisition is filed as Exhibit 99.3 to this Amendment and incorporated herein by reference.

Exhibit 99.3 filed with this Amendment replaces Exhibit 99.3 filed with the Original Report. Exhibits 99.1 and 99.2 to the Original Report

are unchanged.

(d) Exhibits

Exhibit

No.

Description

99.3

Updated unaudited pro forma condensed combined financial information of Stewards, Inc. giving effect to the Envy acquisition.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

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.

Stewards, Inc.

/s/ Katuischia Murless

Katuischia Murless

Chief Financial Officer

Date October 7, 2026

EX-99.3 — UPDATED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF STEWARDS, INC. GIVING EFFECT TO THE ENVY ACQUISITION.

EX-99.3

Filename: ex99_3.htm · Sequence: 2

UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

Stewards, Inc. (the "Company")

is providing this unaudited pro forma condensed combined financial information to illustrate the effects of the acquisition by SRC Envy

Holdco LLC, a wholly owned subsidiary of the Company, of all membership interests in Envy Development DE, LLC and Envy Recreational,

LLC (the "Envy Acquisition"). The acquired real estate consists of a 214-unit apartment community, a 26-slip marina and a three-story

commercial community center in Pompano Beach, Florida. Envy Recreational, LLC was formed in connection with the acquisition, and the

marina and commercial community center did not generate revenue before closing. The Envy Acquisition closed on September 23, 2026 and

is accounted for as an asset acquisition under ASC 805-50.

The unaudited pro forma condensed

combined financial information has been prepared in accordance with Article 11 of SEC Regulation S-X. The pro forma adjustments are Transaction

Accounting Adjustments reflecting the application of required accounting to the Envy Acquisition. No Management’s Adjustments are

presented. The acquired real estate operations are presented under Rule 3-14, which reflects revenues and certain operating expenses

and excludes mortgage interest, depreciation and amortization, management fees and income taxes that are not comparable to the future

operations of the property.

A pro forma condensed combined balance

sheet as of June 30, 2026 is presented as if the Envy Acquisition had occurred on that date. The pro forma condensed combined statements

of operations for the year ended December 31, 2025 and the six months ended June 30, 2026 give effect to the Envy Acquisition as if it

had occurred on January 1, 2025, in accordance with 17 CFR 210.11-02(a)(6)(i).

This information was derived from

and should be read in conjunction with the Company’s historical financial statements and the historical statement of revenues and

certain operating expenses of the acquired property. The pro forma information is for illustrative purposes only and does not purport

to represent what the results of operations or financial position would actually have been.

Revised preliminary acquisition accounting. The 7,000,000 shares placed

in escrow are not recognized in stockholders’ equity. For this unaudited pro forma information, the associated required-redemption

obligation is presented at its preliminary estimated acquisition-date fair value of $20.043 million, calculated as the present value at

September 23, 2026 of seven monthly $3.0 million payments due from October 5, 2026 through April 5, 2027, discounted using a preliminary

18.0% annual effective rate, subject to completion of the valuation specialist’s analysis and auditor review. Because the pro forma

statements of operations give effect to the acquisition as if it occurred on January 1, 2025, the full $0.957 million discount accretion

is included as a non-recurring component of FY2025 interest expense, and the seven required-redemption payments and related accretion

are treated as completed within 2025 under that assumption. No accretion is included in the six months ended June 30, 2026. Under the

actual closing schedule, accretion is expected to occur from September 23, 2026 through April 5, 2027. The 7,000,000 escrowed shares were

legally issued and remain outstanding until cancelled, but they are not classified in stockholders’ equity. The acquisition accounting

remains preliminary and subject to auditor review. Changes in the final measurement could affect the liability, acquired-asset basis,

depreciation, amortization and interest expense. The Company expects to finalize this accounting in its next periodic report. Until then,

the principal remaining uncertainty is the final fair-value measurement, including the discount rate and other valuation assumptions.

Unaudited Pro Forma Condensed Combined Statement

of Operations

For the Year Ended December 31, 2025

(in thousands, except per share data)

Stewards, Inc.

Envy (Rule 3-14)

Envy Transaction Adjustments

Notes

Pro Forma Combined

Revenues

Income, financing and brokerage

$ 11,660

—

$ 11,660

Income from rental property

4,617

4,905

—

9,522

Total revenues

16,277

4,905

—

21,182

Cost of revenue

Financing and brokerage

2,518

—

2,518

Rental property

2,100

4,007

—

6,107

Total cost of revenue

4,618

4,007

—

8,625

Gross profit

11,659

898

—

12,557

Operating expenses

General and administrative expenses

12,142

497

—

12,639

Provision for credit losses

1,774

—

1,774

Depreciation and amortization

6,090

—

3,525

9,615

Professional fees

3,061

—

3,061

Total operating expenses

23,067

497

3,525

27,089

Loss from operations

(11,408 )

401

(3,525 )

(14,532 )

Other income (expense)

Interest expense

(8,452 )

—

(4,976 )

(13,428 )

Financing charges

(648 )

—

(572 )

(1,220 )

Other losses

(208 )

—

(208 )

Total other income (expense)

(9,308 )

—

(5,548 )

(14,856 )

Net loss before income taxes

(20,716 )

401

(9,073 )

(29,388 )

Income tax provision

(41 )

—

(41 )

Net loss

(20,757 )

401

(9,073 )

(29,429 )

Deemed dividend from conversion of preferred stock

(700 )

—

(700 )

Dividend on preferred stock

(1,651 )

—

(1,651 )

Net loss applicable to common stockholders

$ (23,108 )

$ 401

(9,073 )

(31,780 )

Net Loss Per Common Share - basic and diluted

$ (0.16 )

$ (0.21 )

Weighted-Average Common Shares Outstanding - basic and diluted

145,573

7,263

152,836

Comprehensive Loss

Net loss

(20,757 )

401

(9,073 )

(29,429 )

Unrealized gain (loss) on foreign currency translation

Total comprehensive loss

$ (20,757 )

$ 401

(9,073 )

(29,429 )

For the Six Months Ended June 30, 2026

(in thousands, except per share data)

Stewards, Inc.

Envy (Rule 3-14)

Envy Transaction Adjustments

Notes

Pro Forma Combined

Revenues

Income, financing and brokerage

$ 2,539

—

$ 2,539

Income from rental property

4,783

2,861

—

7,644

Total revenues

7,322

2,861

—

10,183

Cost of revenue

Financing and brokerage

471

—

471

Rental property

2,782

1,357

—

4,139

Total cost of revenue

3,253

1,357

—

4,610

Gross profit

4,069

1,504

—

5,573

Operating expenses

General and administrative expenses

5,742

187

—

5,929

Provision for credit losses

251

—

251

Depreciation and amortization

4,320

—

1,030

5,350

Professional fees

1,924

—

1,924

Total operating expenses

12,237

187

1,030

13,454

Loss from operations

(8,168 )

1,317

(1,030 )

(7,881 )

Other income (expense)

Interest expense

(6,078 )

—

(1,993 )

(8,071 )

Financing charges

(34 )

—

(284 )

(318 )

Change in fair value of the warrant instrument

1,364

—

1,364

Other loss

(27 )

—

(27 )

Total other income (expense)

(4,775 )

—

(2,277 )

(7,052 )

Net loss before income taxes

(12,943 )

1,317

(3,307 )

(14,933 )

Income tax provision

—

Net loss

(12,943 )

1,317

(3,307 )

(14,933 )

Dividend on preferred stock

(1,342 )

—

(1,342 )

Net loss applicable to common stockholders

$ (14,285 )

$ 1,317

(3,307 )

(16,275 )

Net Loss Per Common Share - basic and diluted

$ (0.07 )

$ (0.08 )

Weighted-Average Common Shares Outstanding - basic and diluted

208,881

7,263

216,144

Comprehensive Loss

Net loss

(12,943 )

1,317

(3,307 )

(14,933 )

Unrealized gain (loss) on foreign currency translation

Total comprehensive loss

$ (12,943 )

$ 1,317

(3,307 )

(14,933 )

Notes to the Unaudited Pro Forma Condensed

Combined Statements of Operations

A - Reflects depreciation and amortization of the acquired asset

basis allocated to depreciable real estate, furniture, fixtures and equipment, and the in-place lease intangible. Land is not depreciated.

The adjustment uses a 44-year life for building and improvements, a 17-year life for site improvements, a 4-year life for furniture, fixtures

and equipment, and a 12-month life for the in-place lease intangible, which is fully amortized during 2025 under the January 1, 2025 pro

forma assumption. The resulting adjustment is approximately $3.525 million for the year ended December 31, 2025 and $1.030 million for

the six months ended June 30, 2026.

B - Reflects 7,263,025 rollover shares delivered directly to

the sellers as outstanding from the beginning of each period presented. The 7,000,000 escrowed shares are mandatorily redeemable financial

instruments, are classified as a liability and are excluded from weighted-average shares outstanding. Because the Company reports a net

loss, diluted earnings per share equals basic earnings per share. Legal issuance is unchanged. The exclusion is a classification and earnings-per-share

presentation under ASC 480, not a reduction of shares issued at closing.

C - Reflects the recurring guaranty fee on the new $47.70m loan

at 1.20% per year, or $0.57m, being the 1.50% contractual fee net of the 0.30% payable to Stewards that eliminates on consolidation, presented

in financing charges.

D - Reflects the income tax effect of the pro forma adjustments.

No pro forma income tax benefit has been recognized on the pro forma adjustments because the Company is in a net operating loss position

with an accumulated deficit and does not recognize a tax benefit on additional losses.

E - Reflects interest expense on the new $47.70 million LoanCore Capital

Credit REIT LLC loan based on one-month Term SOFR of 3.9375% plus 3.60%, or 7.5375% in total (actual/360), together with amortization

of the $0.75 million of debt issuance costs over the 24-month loan term under ASC 835-30. Loan interest and debt issuance cost amortization

produce an adjustment of approximately $4.019 million for the year ended December 31, 2025 and $1.993 million for the six months ended

June 30, 2026. FY2025 also includes a non-recurring $0.957 million of accretion on the required-redemption liability because the pro forma

statements give effect to the acquisition as if it occurred on January 1, 2025. Under that assumption, the seven required-redemption payments

and related accretion are treated as completed within 2025. No accretion is included in the six months ended June 30, 2026. Under the

actual closing schedule, accretion is expected from September 23, 2026 through April 5, 2027. The 18.0% rate used to measure the liability

is preliminary and remains subject to valuation specialist and auditor review.

F - Certain operating-expense captions in the Envy Rule 3-14

historical statements have been reclassified within the Envy column to conform to the Company’s presentation. These reclassifications

do not change total revenues, total certain operating expenses or revenues in excess of certain operating expenses.

Unaudited Pro Forma Condensed Combined Balance

Sheet

As of June 30, 2026 (in thousands)

Stewards, Inc.

Transaction Adjustments

Notes

Pro Forma Combined

ASSETS

Cash, cash equivalents

$ 1,096

$ (923 )

$ 173

Advance receivables, net

4,948

Prepaid expense

728

287

1,015

Loan commitment asset

3,719

Due from related parties

Restricted cash

3,715

2,906

6,621

Note receivable

1,706

(1,500 )

206

Other current assets

549

583

Total current assets

16,525

804

17,329

Fixed assets, net

154,067

85,235

239,302

Operating lease right-of-use asset

Intangible assets, net

985

1,447

2,432

Goodwill

1,219

Other assets

1,162

520

1,682

TOTAL ASSETS

$ 173,976

$ 88,006

$ 261,982

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued liabilities

$ 7,302

1,178

8,480

Syndicate payable

3,231

Due to related parties - current

1,883

Deferred consideration - current

270

Required redemption liability - current

—

20,043

Operating lease liabilities - current

Notes payable, net - current

2,622

2,000

4,622

Warrant liability

3,719

Mortgage loan - current

—

Other current liabilities

329

255

584

Total current liabilities

19,371

23,476

42,847

Deferred consideration

Notes payable, net

38,761

Mortgage loan

77,588

46,953

124,541

Other non-current liabilities

291

Total liabilities

136,050

70,429

206,479

Redeemable nonparticipating noncontrolling interest

8,462

STOCKHOLDERS’ EQUITY

Series A preferred stock

Series B preferred stock

Common stock

Paid-in capital

73,619

17,576

91,195

Accumulated deficit

(71,639 )

Accumulated other comprehensive income

Nonparticipating noncontrolling interest

27,452

Total stockholders’ equity

29,464

17,577

47,041

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

$ 173,976

$ 88,006

$ 261,982

Notes to the Unaudited Pro Forma Condensed

Combined Balance Sheet

Preliminary Consideration and Cost

Allocation (in thousands)

Component

Measurement

Amount

Direct

rollover shares delivered directly to sellers

7,263,025 shares at $2.42

$ 17,576.5

Required

redemption liability

Present value of seven monthly

$3.0 million payments at a preliminary 18.0%

$ 20,042.7

Non-share

consideration

Deposit, existing mortgage principal

and purchase-price adjustments

$ 47,210.9

Total accounting

consideration

Direct equity, liability and

non-share consideration

$ 84,830.2

Capitalized

acquisition costs and lender charges

Direct acquisition costs plus

$1.471 million of existing-lender charges borne by Purchaser

$ 1,843.1

Recorded

real estate and intangible basis

Accounting

consideration plus capitalized costs, lender charges and approximately $0.007 million of net working-capital re-cut

$ 86,681.9

Property-tax

escrow

Included in restricted cash

$ 835.0

Net cash

used to fund the acquisition, subject to final settlement

Closing-statement

cash, subject to auditor confirmation of the June 30 reconciliation

$ 923.0

Note receivable

transaction adjustment

Deposit applied at closing

$ (1,500.0 )

Legal shares issued

7,263,025

direct and 7,000,000 escrowed

14,263,025

The $90.0 million contractual price and $3.00 per-share reference

were used to determine the share count. For preliminary GAAP accounting, the 7,263,025 shares delivered directly to the sellers were measured

at the $2.42 acquisition-date closing price. The 7,000,000 escrowed shares are not recognized in equity. They were legally issued and

remain outstanding until cancelled. The related required-redemption obligation is presented at a preliminary estimated acquisition-date

fair value of $20.043 million, calculated as the present value of the $21.0 million of gross contractual payments discounted at a preliminary

18.0% annual effective rate. The $0.957 million discount is expected to accrete through interest expense over the redemption period. Under

the January 1, 2025 pro forma assumption, the accretion is non-recurring and is included in FY2025 interest expense, and the seven payments

and related accretion are treated as completed within 2025, subject to final valuation specialist and auditor review.

a - Reflects the acquired Envy assets under ASC 805-50. The acquisition

is accounted for as an asset acquisition because substantially all of the fair value of the gross assets acquired is concentrated in the

property. Preliminary fair-value consideration of approximately $84.83 million, together with approximately $0.37 million of capitalized

direct acquisition costs, approximately $1.47 million of existing-lender charges borne by the Purchaser and approximately $0.007 million

of net working-capital re-cut, produces approximately $86.68 million of recorded real estate and intangible basis. That basis is allocated

on a relative fair value basis to approximately $85.23 million of land, buildings, site improvements and furniture, fixtures and equipment

and approximately $1.45 million of in-place lease intangibles. Acquired working-capital assets, restricted cash and other closing assets

are presented separately in the balance sheet. The acquisition accounting remains preliminary because the final purchase-price adjustment

and other closing information remain subject to review.

b - Reflects the financing and consideration. The Company placed a

new $47.70 million loan from LoanCore Capital Credit REIT LLC that amended and refinanced the existing $44.56 million mortgage, shown

net of $0.75 million of debt issuance costs at $46.95 million. The 7,263,025 rollover shares delivered directly to the sellers are recorded

in equity at the acquisition-date market price of $2.42, comprising approximately $726 of common stock at $0.0001 par value and $17.58

million of additional paid-in capital. The 7,000,000 escrowed shares are mandatorily redeemable through seven monthly cash payments of

$3.0 million and are not recognized in equity. They were legally issued and remain outstanding until cancelled. The required-redemption

liability is presented at a preliminary estimated acquisition-date fair value of $20.043 million, calculated as the present value of the

$21.0 million gross contractual payments using a preliminary 18.0% annual effective discount rate. The $0.957 million discount is expected

to accrete through interest expense over the redemption period. Under the January 1, 2025 pro forma assumption, the accretion is non-recurring

and is included in FY2025 interest expense, and the seven payments and related accretion are treated as completed within 2025, subject

to final valuation specialist and auditor review. A $2.00 million short-term promissory note issued to Envy Development PB, LLC funds

a portion of the closing cash requirement (note h). The cash adjustment reflects estimated net cash used to fund the acquisition after

applying the deposit, financing proceeds, reserves, closing costs and other transaction flows. The June 30 pro forma cash reconciliation

remains subject to auditor confirmation.

c - Reflects lender-required reserves of $2.75 million for property

taxes, insurance, interest, leasing, capital expenditures, security upgrades, repairs and the DACA minimum balance. The reserves are recorded

as restricted cash together with $0.15 million of transferred tenant security-deposit cash.

d - Reflects the Envy working-capital assets and liabilities recognized

in the preliminary acquisition accounting. Acquired assets include approximately $0.15 million of tenant security-deposit cash, $0.03

million of accounts receivable and $0.01 million of prepaid operating expenses. Assumed liabilities include approximately $0.90 million

of accrued property taxes, $0.10 million of prepaid rent, $0.13 million of accounts payable, $0.15 million of other accrued liabilities

and $0.15 million of tenant security deposits. Based on the closing-date amounts, accounts payable and accrued liabilities are presented

at approximately $1.178 million and other current liabilities at approximately $0.255 million. These are the Envy balances assumed at

closing and included in the cost of the acquisition, with closing prorations reflected through these assumed liabilities.

e - Reflects the $1.50m acquisition deposit, consisting of three

$500,000 promissory notes funded before June 30, 2026 and recorded in note receivable in the historical balance sheet. The deposit is

applied against the purchase price at closing, reducing the note receivable and the cash required to fund the acquisition; it is not a

June 30, 2026 cash movement.

f - Reflects the interest rate cap purchased at closing to hedge

the floating-rate LoanCore loan, recorded as a derivative asset at its $0.52m premium under ASC 815; it is not expensed and not netted

against the loan.

g - Reflects the property insurance premium of $0.29m paid at

closing for the go-forward policy, recorded as prepaid insurance and amortised over the policy term.

h - Reflects a $2.00m short-term promissory note issued to Envy

Development PB, LLC in connection with the closing and recorded in current notes payable. The note is effective September 17, 2026, bears

interest at $1,333.33 per day and matures on October 5, 2026. Interest through maturity is not more than approximately $25,000 and is

not separately reflected in the pro forma statements of operations because it is not material.

The Rule 3-14 historical statement and its notes remain Exhibit 99.2 to

the Original Report and are omitted from this replacement Exhibit 99.3.

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