The Cardone Capital Class Action in 2026: Certified, Headed to Trial, and What the Funds' Own Filings Show

Why this page exists

Our Cardone Capital review is the most-read page on this site, and the single most common thing people search after reading it is some version of "is Grant Cardone being sued, and does it affect me?"

The coverage that exists is mostly a rewrite of a 2020 press release, or a law-firm page inviting you to submit a claim. Neither tells you where the case actually is. So here is the record: the docket facts, the appellate holding, the remedy mechanics, and — the part we can add that nobody else does — what Cardone Equity Funds V and VI report in their own audited filings with the SEC.

Two framing rules before anything else. Everything the plaintiff says is an allegation. The Ninth Circuit's reversal happened at the pleading stage, where a court must accept the complaint's facts as true; it is a ruling that the case may proceed, not that it is right. And class certification is not a merits ruling either. Cardone Capital and Grant Cardone deny making any false or misleading statement, and the court-approved notice says so in terms.

How the case got here

The case is nearly six years old and has been to the Ninth Circuit twice. That matters for how you read it: this is not a case that was waved through. A district judge dismissed it twice, and an appellate panel revived it twice (the first time in part: on December 21, 2022 the Ninth Circuit affirmed in part and reversed in part).

What the Ninth Circuit actually held

The June 10, 2025 opinion is short, published, and worth reading yourself. Judge McKeown wrote for a panel that also included Judges Koh and Johnstone. Three holdings.

1. The "15% annualized return" claim (misleading opinion). The panel opens with the YouTube statement at the centre of the case, in which Cardone told viewers they were "gonna walk away with a 15% annualized return", that ten years in the deal meant "150%", and that "some people call me Nostradamus."

Under Omnicare, Inc. v. Laborers Dist. Council Const. Indus. Pension Fund, 575 U.S. 175 (2015), an opinion statement is actionable only if the speaker did not hold the belief (subjective falsity) and the belief was untrue (objective falsity). The district court said Pino had waived subjective falsity by disclaiming fraud in her own complaint. The Ninth Circuit said that reading of Omnicare is wrong: § 12(a)(2) is "a virtually absolute liability provision" that does not require scienter, and disclaiming fraud does not foreclose a separate misstatement claim.

On subjective falsity, the panel pointed at something specific and checkable: the SEC reviewed the offering and wrote to Cardone saying the projections lacked backing and should be removed. Cardone pushed back on other SEC criticisms but not that one, and removed the projections without rebuttal. The panel called that reaction "telling" — circumstantial evidence that he did not believe the projection in the first place, while leaving Cardone free to attack that inference with his own evidence later.

2. The undisclosed SEC letter (material omission). Pino alleges Cardone kept promoting the 15% figure to would-be investors without telling them the SEC had asked for it to be pulled. The district court held that because the SEC letter sat on EDGAR, investors had constructive knowledge and the omission claim failed. The Ninth Circuit rejected that: under § 12 a purchaser's constructive knowledge does not bar recovery, only actual knowledge does. Information being available elsewhere does not cure a statement that was misleading for what it left out.

3. "Who is responsible for the debt? The answer is Grant!" (misstatement). An Instagram post said the debt in the funds was Cardone's responsibility. Cardone argued the debt was immaterial because it was small relative to total costs. The panel disagreed on materiality: if Cardone really bore the debt, investors would face lower costs and higher returns, and that could alter the total mix of information a reasonable investor considers.

Disposition: REVERSED.

The part the coverage skips: what winning would actually look like

Read the court-approved class notice closely and there is a sentence that changes how an existing investor should think about this entirely:

If Plaintiff were to prevail in this lawsuit, you would not receive any money or benefits from the lawsuit unless you choose to tender your shares in Funds V and VI.

That is the § 12(a)(2) remedy working as designed. Section 12(a)(2) is a rescission statute: the buyer gives back the security and gets the consideration back, with interest, less income received. It is not a damages top-up on a holding you keep.

Two practical consequences follow, and they cut in opposite directions depending on your position:

• If you believe your fund interest is worth less than what you paid, a rescission remedy is the point of the case. You would be exchanging an illiquid interest with no redemption programme for cash.
• If you believe your interest is worth more than what you paid — and, as the filings below show, the funds' own stated net asset values are well above contributed capital — then tendering is a decision you would have to weigh, not a windfall you automatically collect.

The notice also states plainly that no class member will be forced to terminate their investment against their will. Nothing here is legal advice, and the notice tells you not to contact the court; the administrator is JND Legal Administration and Class Counsel is Susman Godfrey.

What Funds V and VI actually report

Here is the gap we can fill. The litigation is about whether a 15% projection was believable when it was made. Cardone's own defence has pointed to the funds' Form 1-K filings; the Ninth Circuit noted those filings "do not resolve the factual dispute." Nobody seems to have gone and read them.

So we did. Both funds are Regulation A issuers and file audited annual reports on Form 1-K. The most recent annual report available for either fund covers fiscal year 2024, and both were filed on December 29, 2025.

Cardone Equity Fund V, LLC (SEC CIK 1741665, File No. 024-10865)

Cardone Equity Fund VI, LLC (SEC CIK 1766343)

What that arithmetic says about "15%"

Do the division yourself.

• Cash actually paid to investors runs at roughly 5% a year, not 15%. Fund V's Class A distributions were $2,521,614 in 2023 and $2,769,081 in 2024 against $50,000,000 of contributed capital: 5.04% and 5.54%. Fund VI's were $1,460,863 and $1,470,848 against $29,463,000: 4.96% and 4.99%. Four consecutive fund-years, all within a hair of 5%.
• Cumulatively, Fund V has distributed $15,769,054 on a $50,000,000 raise since 2019 and Fund VI $8,335,710 on $29,463,000 since 2019. Those totals include the Manager's Class B share ($2,786,583 at Fund V, $1,709,212 at Fund VI); the investors' Class A received $12,982,471 and $6,626,498 (Fund V 1-K, Fund VI 1-K, Note 4).
• The rest of the return claim is unrealised and self-marked. Fund V's Class A net assets of $83,436,756 are 1.67× contributed capital, and Fund VI's $44,642,496 are 1.52×. That looks good. But every dollar of it comes from the Manager's own fair-value marks on buildings that have not been sold, using the direct capitalisation approach. Fund V's properties are carried at $105.7 million against a $30.5 million cost basis. Strip out the unrealised movement and Fund V's FY2024 result is a net investment loss of $648,252 — the entire $10.07 million "increase in net assets" is appraisal.
• Marks move down too. In FY2023 Fund VI took $8,631,131 of unrealised losses and its net assets fell 17.6% in a single year, from $61,569,825 to $50,713,656. That is the honest counterweight to the FY2024 number: these are estimates, and estimates revise.
• There is almost no cash. Fund V ended 2024 with $69,855; Fund VI with $86,060. Between them, two funds holding $160 million of stated net assets had $155,915 of cash.
• The newest balance sheets are in the half-year reports. In their latest reports, to June 30, 2025 and filed December 31, 2025, Fund V's net assets were $104,688,434 on $50,000,000 raised and Fund VI's $53,208,106 on $29,463,000: the Manager's valuations, not sale prices (Fund V 1-SA, Fund VI 1-SA).

What this does and does not prove. It does not prove the 15% projection was baseless — that is the question a jury is scheduled to answer in March 2027, and an IRR that includes eventual sale proceeds is not the same measure as an annual cash yield. What it does show is that after six years, the only realised component of investor return is running at about a third of the advertised figure, and the remainder depends entirely on the Manager's own valuation of assets it has not sold. An investor who heard "15% annualized" and assumed it meant cash arriving each year has, on these filings, been getting about 5%.

A separate problem in the same filings: both funds are late

This is not part of the lawsuit, and we raise it because it is checkable and because it affects anyone trying to follow the case.

Regulation A Tier 2 issuers must file the annual Form 1-K within 120 calendar days after fiscal year end and the semiannual Form 1-SA within 90 calendar days after the first half closes (Form 1-K and 1-SA, General Instruction A(2); SEC Rule 257, 17 C.F.R. § 230.257). For a December fiscal year end, the 1-K is due April 30. When the last day falls on a weekend we move the deadline to the next business day, applying the SEC's general filing rule (17 CFR 240.0-3), which the forms do not repeat.

The pattern holds for both Fund V and Fund VI, which file in lockstep. The practical effect is that the newest audited numbers available to a Cardone Equity Fund V or VI investor in September 2026 are twenty-one months old, describing a year that ended in December 2024. For a fund whose value is entirely a matter of current appraisals, that is the least useful kind of staleness. We will update this page the day an FY2025 1-K appears.

On November 3, 2026, 0 of 4 Cardone Regulation A funds (Cardone Equity Fund V, Cardone Equity Fund VI, Cardone REIT I and the Cardone Non-Accredited Fund) had filed their half-year report for June 30, 2026, which was due on September 28, 2026, 90 days after the end of the period (Form 1-SA, General Instruction A(2); EDGAR filing lists, read that day: Fund V, Fund VI, REIT I, Non-Accredited Fund). REIT I and the Non-Accredited Fund are not part of this class action and are in the same position. For Funds V and VI the latest report on EDGAR is the unaudited half-year report to June 30, 2025, filed December 31, 2025, 16 months old on November 3. Nothing we read links the missing reports to the case.

Where the funds' own documents differ. The reports both funds filed on December 29 and 31, 2025 still describe “the preliminary stage of this appeal” in their notes, and the two annual reports also report the Ninth Circuit's reversal of June 10, 2025; we found no mention of the class-certification motion filed December 11, 2025 in any of the four (Fund V 1-K, Fund VI 1-K). Each fund's report names its own fund twice as a subject of the suit and not the other, although the class covers both. Fund VI's annual report for 2023 prints a Class A IRR of 33.91% for December 31, 2023; its annual report for 2024 prints 14.10% for the same date (2023 report, 2024 report).

The other 2026 case, and what we could not verify

In May 2026, Brian H. Robb, a former Chief Marketing Officer of Cardone Capital, is reported to have filed an action against Grant Cardone in Florida state court. It is not part of this class action.

We could not obtain that docket, so treat everything in the previous paragraph as reported and not verified against a court record; we do not describe what it alleges, unlike every other fact on this page. We are flagging it rather than omitting it because you will encounter it elsewhere, and you should know which parts of this story rest on primary documents and which do not. If we get the filing, this section gets rewritten with citations or deleted.

Similarly, a note on a claim that circulates constantly: an SEC comment letter asking an issuer to remove projections from an offering circular is not an enforcement action, and it is not a finding of wrongdoing. The Ninth Circuit used it as evidence of Cardone's state of mind, which is a different thing entirely. Anyone telling you "the SEC went after Cardone" is overstating the record.

How to check any of this yourself

1. The appellate opinion is free at the Ninth Circuit: case No. 23-3512, filed June 10, 2025.
2. The docket is on PACER, Case No. 2:20-cv-08499-JFW (KSx), C.D. Cal. The court-approved notice and long-form notice are posted at CardoneClassAction.com.
3. The funds' filings are on SEC EDGAR: Cardone Equity Fund V, LLC, CIK 1741665 and Cardone Equity Fund VI, LLC, CIK 1766343. Read the Form 1-K, then the Statements of Changes in Net Assets. Every figure in the tables above is transcribed from those documents.
4. Cardone REIT I (CIK 1882616) is a different vehicle and is not part of this class action. Its own numbers are in Cardone Capital Alternatives.

What we think, plainly

Three things are simultaneously true and most coverage picks one.

The case is real and it is serious: a published Ninth Circuit opinion reinstating claims twice dismissed, a certified class, and a trial date. It is also unproven, and the defendants deny it. And the funds themselves are not, on their own filed numbers, a smoking crater — they are paying about 5% a year in cash and carrying stated net asset values above contributed capital, on marks nobody outside the Manager has tested, with almost no cash and reports twenty-one months out of date.

If you hold Fund V or VI, the useful posture is not outrage or reassurance. It is: you are in the class by default, the remedy is rescission rather than a cheque you keep alongside your units, and the numbers you would use to decide are ones the issuer is currently late in giving you.

Internal links: Cardone Capital Review · Cardone Capital Alternatives · Red Flags in SEC Filings Before a Platform Goes Dark · Redemption Suspension Tracker · Real Estate Crowdfunding Failures · Is Real Estate Crowdfunding Safe? · Real Estate Crowdfunding Statistics

Last updated August 12, 2026. Court facts are taken from the published Ninth Circuit opinion in Pino v. Cardone Capital, LLC, No. 23-3512 (9th Cir. June 10, 2025) and from the court-approved class notice in Case No. 2:20-cv-08499-JFW (KSx) (C.D. Cal.). Fund figures are transcribed from Form 1-K annual reports filed December 29, 2025 by Cardone Equity Fund V, LLC (CIK 1741665) and Cardone Equity Fund VI, LLC (CIK 1766343). Allegations described here are allegations; defendants deny them and no liability has been established. Nothing on this page is legal or investment advice. We hold no position in any Cardone entity, take no money from Cardone Capital, and are not in any Cardone affiliate programme.