AEI Income & Growth Fund 25: $8.2M of Sales to Affiliates in 2026

AEI Income & Growth Fund 25 is a small, non-traded LLC that bought net-leased buildings (a jewelry store, a clinic, a pet-supply store) and sold units at $1,000 each between 2003 and 2005. It has 1,019 holders of record. Its sponsor also runs sister funds that buy properties. This page reads what the fund's filings say about who bought what, at what price, and on whose word. Net-lease terms are explained in our guide to triple-net lease clauses.

What the October 27, 2026 8-K says

The 8-K reports one event under Item 2.01. The fund sold its 100% interest in Piedmont Health to AEI Net Lease Income Fund 36 LP, received about $2,589,000 and booked a gain of about $1,126,000. It adds a narrative pro forma as if the sale had happened on January 1, 2025.

The 8-K gives no explanation for the gap between the pro forma equity change and the gain. Both figures may be correct on their own definitions, because a pro forma at January 1, 2025 uses the carrying value of that date, and the fund added a $162,500 tenant improvement allowance on April 29, 2026. The filing does not say so, and a reader cannot tell from it what the property was carried at on the day of sale.

Three affiliate sales in 2026, three outside sales in 2025

The first-half 2026 cash flow statement shows $5,594,164 of sale proceeds, which is exactly Concord plus Iowa (our arithmetic). Nothing else was sold in the half. The fund also has a signed agreement to sell the Tractor Supply store in Canton, Mississippi to an unrelated third party for about $3,400,000 of net proceeds, subject to contingencies.

None of the three buyers files periodic reports with the SEC. EDGAR lists each of them only as a Form D filer, which is the notice for a private offering: AEI Net Lease Income Fund 36 LP (CIK 1690430, latest Form D/A October 18, 2021), AEI Healthcare Fund LLC (CIK 1903752, latest November 28, 2023) and AEI National Income Property Fund VII LP (CIK 1487738, latest August 6, 2013). That means the buyers' side of each deal (what they paid, who approved it for them, what their investors were told) is not in a 10-Q or 10-K that holders of Fund 25 can read.

How the price was set: what the filings say

The last row matters for reading the conflict. A higher price helps Fund 25's holders and, once the 7% hurdle is passed, the managing member too. It hurts the investors in the buying fund, another AEI-affiliated entity. The filings do not say whether the hurdle has been passed. The concern for a Fund 25 holder is therefore less “was it too low” than “was it tested by anyone who had no stake in either side.” For the same kind of question about a sponsor selling to its own vehicle, see our page on 78 homes a REIT bought from its own sponsor.

A rough price check: rent over net proceeds

The filings give rent and net proceeds, not the gross price or a cap rate. Dividing annual rent by net proceeds gives a number that overstates the true yield on price a little, because selling costs are inside the denominator. It is a way to compare the sales with one another, not a valuation.

On these figures the affiliate buyers paid lower rent yields, which means higher prices per dollar of rent, than the one unrelated buyer in the comparison. That favors the selling fund's holders. It does not prove the prices were fair: the properties differ in tenant, lease length and location, and a gap of one or two points in yield between a clinic and a jewelry store is not unusual. We note the comparison because the filings give no other test.

Three numbers for the same sale

The filings revised the Concord and Iowa figures as the deals closed. The changes are small, and they show that the numbers in each filing are the fund's own estimates until a later filing replaces them.

The December 2025 8-K on the Aurora sale also differs from the 10-K: the 8-K says about $3,122,000 and a gain of about $915,000, the 10-K $3,118,075 and $911,751. That 8-K's Item 2.01 text names an Advance Auto Parts store in Cheyenne, Wyoming, while its exhibit list and the 10-K refer to the Aurora, Illinois jewelry store. We read it as a copy error in the 8-K and have used the 10-K for Aurora.

What holders are being paid

For a holder of 100 units, the first-half 2026 figures work out to $17,878 declared, of which $9,320 was return of contributed capital (our arithmetic, book figures, not your tax figures). The accounting split above is not the K-1 split. The fund is taxed as a partnership, so the gain on each sale flows to members on a K-1; see our K-1 box guide for real estate funds and our page on return of capital.

Two valuation figures sit side by side in the filings and do not agree:

• The 10-K states an estimated value of $567 a unit at December 31, 2025, made by the managing member, from property values of $18,866,000. That is $19,667,000 for limited members over 34,671 units (our arithmetic). The 10-K adds that this is not “the amount of net proceeds Limited Members would receive if the Company properties were sold and the proceeds distributed in a liquidation of the Company.”
• The fund bought back 225.32 units on April 1, 2026 for $73,100, or $324.43 a unit. The Operating Agreement sets the price at 80% of net asset value on the first business day of January or July. That implies a January NAV of about $405.54 (our arithmetic), which is 71.5% of the $567 estimate. The filings do not explain the difference.

Limited members' book equity at June 30, 2026 was $7,820,628, or $227.04 a unit (our arithmetic). Book equity is cost less depreciation, and is not what the units are worth.

What the filings do not tell you

• How the Piedmont price was set. The 8-K gives a buyer and a number. Whether the Concord and Iowa appraiser was also used for Piedmont is not stated.
• Who owns the buyer. The filings call Fund 36 “an affiliate” and describe some affiliates as having “common ownership.” They do not say whether the managing member or its parent earns fees or a share of proceeds on the buyer's side.
• What happens to the property after the sale. Nothing in Fund 25's filings covers resale or financing by the buyer.
• Who bought the rest of Concord. The 10-K names two affiliates with 10% and 30% shares, which is 40%; the 10-Q names the same two without shares. The filings do not say who took the other 60%.
• The wind-up date. The fund says it has “decided to begin the final liquidation process,” but gives no date. After Piedmont and Tractor Supply, the properties left in the June 30 balance sheet are the PetSmart store in Gonzales, Louisiana and a 50% interest in the Talecris plasma facility in Dallas, owned with Fund XXII.
• What the October 1, 2026 repurchase paid. It will appear in the September 30 10-Q.

The sister funds: same words, different pattern

AEI's other SEC-reporting funds that still file are Fund XXI (CIK 931755) and Fund XXII (CIK 1023458). Their June 30, 2026 10-Qs carry the same sentence that the managing general partner “has decided to begin the final liquidation process.”

We checked Funds XXI and XXII because the filings use identical language. On what they have reported, the affiliate-buyer pattern is specific to Fund 25. Fund XXI owns 40% of a Mississippi hospital property with Fund 36, so Fund 36 already co-owns property with a sister fund. Funds 24, 26, 27, XIX, XX, XVII and XVIII show no EDGAR filings since June 1, 2025 in the index we used.

Dates to watch

What a reader can do with this

This page is analysis of public documents, not investment, legal or tax advice.

• Ask the managing member in writing. Who appraised Piedmont, on what date, and for what value; who approved the sale for each side; whether any unrelated bidder was asked; whether affiliates receive fees on the buyer's side. The filings give the address: 30 East 7th Street, Suite 1300, St. Paul, Minnesota.
• Keep your K-1 and your basis. Each sale creates gain that passes through to members, and return of capital lowers basis. Our page on selling a partnership interest covers what changes if you sell units instead of waiting.
• Compare an offer with the filing, not with the estimate. The $567 estimate is not a liquidation price, and the April 2026 repurchase paid 80% of NAV. A buyer offering a discount for your units is pricing the same uncertainty.
• Watch EDGAR under CIK 1185198. The last filing at the time of writing was the 8-K dated October 27, 2026. A Form 15 would end the filings.
• See how another wind-down reads. Our page on the USQ Core Real Estate Fund liquidation shows a larger fund's liquidation filings.

If the tax on the gains, the timing of a final distribution or a reinvestment decision is a large part of your plan, a second opinion before the final sale may help.

FAQ

All figures are from SEC filings read on November 3, 2026. AEI Income & Growth Fund 25 LLC (CIK 1185198): Form 8-K of October 27, 2026 (accession 0001185198-26-000013); Form 10-Qs for June 30, 2026 and March 31, 2026 (0001185198-26-000008, 0001185198-26-000005); Form 10-K for 2025 (0001185198-26-000003); Form 8-Ks of December 5, 2025 and August 5, 2025 (0001185198-25-000018, 0001185198-25-000010). Sister funds: AEI Income & Growth Fund XXI (CIK 931755), 10-Q 0000931755-26-000009 and 10-K 0000931755-26-000003; Fund XXII (CIK 1023458), 10-Q 0001023458-26-000008 and 10-K 0001023458-26-000003. EDGAR company-name searches and submissions data run November 3, 2026. Our arithmetic is labelled in the text and in the data file. This is analysis of public documents, not investment, legal or tax advice.