BridgeWell Secured Income LP: $9.0M of Mortgage Notes Bought From BridgeWell Capital at June 30, 2026

What the fund is, and the dates that matter

The 1-SA describes the partnership as “formed on June 23, 2025 in the state of Florida primarily to acquire performing first-lien mortgage notes or trust deeds secured by real property originated by BridgeWell Capital LLC.” The general partner is Secured Income Manager LLC. Investors buy $1,000 units; the minimum is $10,000.

It raised money first under Rule 506(c), which is for accredited investors, and later added a Regulation A Tier 2 offering that any adult can join (non-accredited individuals are limited to 10% of the greater of income or net worth, per the circular). The circular says the partnership “is offering Interests through an offering exempt from registration under Regulation D, Rule 506(c) concurrently with this offering.”

The SEC's May 19, 2026 letter is routine: it says the staff did not intend to review the offering statement and reminds the company that “the company and its management are responsible for the accuracy and adequacy of their disclosures.” A no-review letter is not an approval of the terms.

The portfolio: three snapshots

The 1-SA reports totals but not a loan list. The offering circular adds a January 31, 2026 snapshot, which is the only place the loan count, average rate and state mix appear.

Sources: offering circular (Form 253G2, June 5, 2026) for December 31, 2025 and January 31, 2026; Form 1-SA for June 30, 2026.

The January 31, 2026 state mix was Michigan 20%, Florida 18%, North Carolina 18%, Georgia 10%, Tennessee 10%, Missouri 9%, South Carolina 5% and other 9%. Note 3 says most of the company's business is in “Florida, North Carolina, and South Carolina,” which does not match the January mix; the January list has Michigan first. The 1-SA gives no mix at June 30, 2026.

Three things the 64% does not tell you. It is a weighted average of the lender's origination numbers. The circular says the lender estimates value on an “as completed” basis, meaning a rehab project is measured against the finished value, not today's. And the circular's own ceiling is 80% of after-repaired value, so an average of 64% leaves room for individual loans near 77%, the top of the June range.

Six months of cash: turnover, income and costs

The loan roll-forward in Note 4 shows how fast short-term notes cycle: $3,379,583 of payoffs and paydowns against an opening balance of $4,528,766 is 74.6% of the book repaid in six months (our arithmetic). Purchases of $7,868,216 more than replaced it.

On a simple average of the opening and closing loan balances ($6,773,083), six months of interest income annualizes to about 10.0% (our arithmetic, a rough figure because the balance grew unevenly), close to the 10.03% the circular gave for January 31, 2026. Investors are promised 7%. The gap is the fee layer: servicing, the 1% management fee, expenses, and the general partner's share above the preferred return.

Net income of $294,022 exceeds the $252,137 distributed by $41,885 (our arithmetic). The same $41,885 is the difference between partners' equity on the balance sheet ($9,050,547) and on the statement of changes ($9,008,662). Under the waterfall the circular describes, cash above the 7% goes “100%” to the general partner; the filing does not say where the $41,885 sits.

Who gets paid, and how

The circular says that borrower fees “shall be retained by the servicer, the Lender.” The fund buys at par, so the only return it earns is the note rate. The 1-SA shows $32,499 of servicing fees, which is about 1.0% a year on the average balance (our arithmetic), well under the 3% cap. The conflict is disclosed: the circular says the general partner and its affiliates “may be involved on both sides of transactions” between the partnership and the lender.

Distributions and the 72% that stayed in

The circular lets a limited partner ask to defer the preferred return, which then compounds monthly, and lets the general partner end any deferral on five days' notice. In the first half of 2026, $181,112 of $252,137 was deferred. Two readings are open to anyone who holds units, and the filing supports neither over the other: investors who prefer compounding may be choosing it, or the fund may be encouraging it while it grows. What the numbers do show is that the cash leaving the partnership for distributions and withdrawals together was $126,025, against $4,581,221 of new capital coming in.

Withdrawals are tightly drawn. No limited partner may withdraw in the first six months; after that the request must be in writing 90 days ahead; and the partnership “will not establish a dedicated reserve to fund withdrawals.” The quarterly cap is 10% of the prior December 31 capital, which at $4,541,154 would be $454,115 a quarter (our arithmetic). Actual withdrawals in the half were $55,000. If cash is short the general partner may postpone or cancel unfulfilled portions.

Sales pace: Regulation D and Regulation A together

The 1-SA does not split units between the two offerings. The numbers that are available:

That is 1,335.00 units in the two months to June 30, 2026 and a net 2,101.07 in the 80 days after (our arithmetic), at $1,000 a unit. The Form D/A of October 20, 2026 says $8,874,421 of the $10,000,000 Rule 506(c) offering had been sold to 57 investors, an average of about $155,700 each (our arithmetic). The Form D counts gross sales since October 16, 2025 and the unit count is net of returns, so the two should not be subtracted from each other.

The predecessor: BridgeWell Preferred Income LP

The offering circular's prior-performance section reports one finished program with the same lender: Preferred Income LP, whose offering began January 1, 2018 and closed June 30, 2025. The circular says it raised $51,451,071, bought 943 notes and made its final note sale on June 27, 2025. That fund (SEC CIK 1700976) is a separate Regulation A filer with its own general partner, Preferred Income Manager LLC, and it filed annual reports until it filed a Form 1-Z exit report on June 30, 2025. Its last Form 1-K, for 2024, is the closest thing to a track record for this lender.

Source: Form 1-K for 2024, accession 0001731122-25-000626, Note 4. The 1-Z (0001731122-25-000923) reports 24,201 units sold under that Regulation A offering and 218 approximate record holders.

The 1-K says “Management does not anticipate that these loans in default will incur loss of principal upon disposition or resolution.” That is management's expectation, not an outcome; the later 1-Z contains no loan data. The two funds used different structures. The predecessor used a $5 million warehouse line (it paid $190,179 of interest on it in 2024), while the new fund reports no borrowing capacity.

Note 5 of the new fund's 1-SA ties the two together: the loans it bought were “originated by an affiliate, BridgeWell Capital LLC (the Lender) and owed prior to purchase by an affiliate partnership, BW Preferred Income LP.” In plain terms, some or all of the new fund's notes were held by the older partnership first and sold to the new fund at par. The filing does not say how many, how long they were held, or whether any was past due when moved. Those are questions for the sponsor, and they matter more than the 64%.

The circular's prior-performance narrative also gives a different total from Table I: it says the sponsor “raised approximately $46,498,463 from investors” over five programs while Table I shows $51,451,071 for the one program it lists. Treat the totals as unreconciled until the sponsor explains them.

Where the filings disagree with themselves

None of these shows a loss. They matter because the 1-SA is unaudited and was signed by the same person as general partner manager, principal executive, financial and accounting officer; the only audited statements are the December 31, 2025 ones in the circular. The first audited annual report (Form 1-K for 2026) is due within 120 days after year end, by April 30, 2027.

If you came for BridgeWell Capital the lender

Most searches for BridgeWell Capital are probably from borrowers. The filings give the lender's published terms indirectly: the circular says note rates run “from approximately eight percent (8%) to fourteen percent (14%), with a targeted average of 10%,” loan sizes from $40,000 to $7.5 million, terms of 1 to 30 years, a personal guaranty (waivable when equity exceeds 50%), and borrower fees kept by the lender. For comparison with other private lenders see hard money loan rates and hard money loans in Florida. The 1-SA is the fund's report, not the lender's.

What a reader can do with this

• Find out which entity you hold. Units in this partnership are different from units in BridgeWell Preferred Income LP, which has exited. Your subscription agreement and K-1 name the entity. The tax form is a Schedule K-1, as the circular says; see K-1 vs 1099-DIV for real estate investments.
• Ask for the loan tape. The 1-SA has no loan list and no delinquency table. Ask the sponsor in writing for loans by count, balance, state, maturity and days past due at June 30, 2026 and September 30, 2026, and how many were previously owned by BridgeWell Preferred Income LP.
• Decide on deferral deliberately. Deferring the preferred return compounds it, but it also leaves the money inside a fund whose withdrawals are capped and unreserved, and the general partner can end the deferral on five days' notice.
• Count the lock. Six months before a first withdrawal, 90 days' notice, 10% of capital a quarter at most, transfers only with the general partner's consent. Compare with Regulation A real estate offerings and other real estate notes.
• Check the IRA angle. The circular says an IRA can be allocated unrelated business taxable income if the partnership borrows; the fund reports no borrowing today. See Form 990-T and UBTI.
• Read the next filings. The next documents are any Form 1-U, the Form 1-SA for the six months to June 30, 2027 (due within 90 days of period end) and the Form 1-K for 2026 (due April 30, 2027). Our email alert below covers them.
• Get a second opinion before changing a position. Adding, deferring or redeeming has tax and portfolio effects; see the box below.

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

FAQ

Sources: BridgeWell Secured Income LP (CIK 2088435, File No. 024-12756) Form 1-SA for the six months ended June 30, 2026, accession 0001731122-26-001274, filed September 23, 2026; Form 253G2 offering circular, accession 0001731122-26-000819, filed June 5, 2026; SEC staff letter of May 19, 2026 (0000000000-26-005110) and request for acceleration of June 2, 2026 (0001731122-26-000804); Form D (0002088435-25-000001) and Form D/A (0002088435-26-000001); EDGAR submissions list. BridgeWell Preferred Income LP (CIK 1700976) Form 1-K for 2024, accession 0001731122-25-000626, and Form 1-Z, accession 0001731122-25-000923. Percentages, averages, annualized rates and unit totals marked “our arithmetic” are ours. This is analysis of public documents, not investment, legal or tax advice.