GK Investment Holdings Series B Bonds: Default Oct 1, 2025, Repaid Nov 13, 2025 With an $8.4M Related Loan

What the bonds were

GK Investment Holdings, LLC sold 7% unsecured bonds to individuals under Regulation A between 2016 and 2019. The offering statement was qualified on September 30, 2016 for up to $50,000,000, the price was $1,000 a bond with a $5,000 minimum, and the company reports it sold $33,421,000 before it ended the offering. The bonds were due September 30, 2022.

The company could not sell its shopping centers in time. It offered holders a one-for-one exchange into new bonds. According to the Form 1-SA, holders of about 80.10% of the old bonds joined, above the 75% needed, and the new bonds were “7%/7.5% Series B Senior Unsecured Bonds due September 30, 2025”. The roughly 20% who did not exchange were paid in cash on September 30, 2022; the filing puts that payment at $6,680,450. From October 1, 2022 the coupon on the new bonds was 7.5%.

That left $26,201,550 outstanding, a figure that does not change in the filings from December 31, 2023 through June 30, 2025. (Our arithmetic: $33,421,000 sold less $7,219,450 redeemed equals $26,201,550.)

Do not confuse this with the "Series B" of a sister issuer. GK Investment Property Holdings II, LLC (CIK 1788427) has its own Series A to F bonds, and its Series B matured on August 31, 2025. That is a different company with a different CIK.

Default to repayment: the 43 days

Three points a reader can check in the filing itself.

The company, not a trustee, called it a default. The sentence quoted above sits in the subsequent-events note of the Form 1-SA. The filing does not say whether the trustee, UMB Bank, N.A., sent a notice, whether default interest was charged, or whether any holder sued. It also does not say how the 43 days (October 1 to November 13, 2025, our arithmetic) were agreed with holders.

Principal came back at par. Adding the three payments (our arithmetic): $2,000,000 plus $2,000,000 plus $22,201,550 is $26,201,550, the full principal. Interest paid in the three payments was $80,758 plus $154,161 plus $69,621, or $304,540. Together with the $590,000 reserve credit, total value delivered was $26,506,090 (our arithmetic).

A reserve covered part of the last payment. The filing describes a $590,000 “bond cash coverage reserve” held by the trustee as a condition of the indenture. Applying it to the last payment meant the company paid $590,000 less in new cash than the amount owed. That is why the cash payment was $21,681,171 and not $22,271,171 (our arithmetic: $22,201,550 plus $69,621 is $22,271,171).

Where the money came from

The filing does not link each dollar of the repayment to a source. It says management redeemed the bonds “through a series of asset liquidations, a refinancing of an outstanding note payable, and incurring new financing on existing assets”, and the subsequent-events note lists these transactions, all in the months before the final payment:

Two things stand out. First, a large share is new borrowing: the $8,400,000 related-party loan, and $11,589,860 net from the $28,000,000 Zions loan after the old Nevada State Bank debt was repaid. Second, the related-party loan is the costly piece. At the 12.25% floor it costs $1,029,000 a year (our arithmetic: $8,400,000 times 12.25%), while the 7.5% coupon on the $22,201,550 it helped retire was $1,665,116 a year (our arithmetic). The company swapped a larger, cheaper, unsecured liability for smaller, pricier debt owed to a company on the same side of the table.

The net figures also do not add up cleanly. The filing says the related-party borrowing was $8,400,000, finance costs were $306,016 and net proceeds were $8,168,984; those last two sum to $8,475,000, which is $75,000 more than the loan (our arithmetic). The filing does not explain the difference, and we have not tried to guess.

The filing does not name the owner of Lake Mead Land, LLC beyond calling it “a related-party”. We have therefore described it only as that.

What Ridgmar Mall has to do with it

Search results connect this issuer with Ridgmar Mall, a Fort Worth, Texas regional mall. The connection is real but smaller than the headline suggests.

In July 2021 GK Investment Holdings made a senior secured participatory mortgage loan to two affiliated borrowers, GK Preferred Income II (Ridgmar), LLC and 1551 Kingsbury Partners SPE, LLC. The borrowers used it, with loans from two other GK affiliates, to pay a discounted $7,950,000 to the mall's prior lenders against a $26,600,000 CMBS loan and a $10,000,000 mezzanine loan. The filing says plainly that the loan “is a related party transaction”.

The bonds were not secured by Ridgmar. The Form 1-SA says the bonds “are unsecured indebtedness of GKIH”. The company's own disclosure of its maximum exposure to loss from the Ridgmar borrowers was $465,000 at June 30, 2025 and $358,000 at December 31, 2024, which is about 1.8% of the $26,201,550 of bonds (our arithmetic). The note's maturity was extended from December 31, 2024 to December 31, 2025.

The bigger Ridgmar lender is a sister issuer. GK Investment Property Holdings II reported a Ridgmar note balance of $6,886,685 at December 31, 2025, not counting $769,350 of accretive interest due at maturity, with the maturity extended to December 31, 2026. That issuer still has bonds outstanding (see below).

The filings came late, then stopped

A Regulation A Tier 2 issuer files a Form 1-K within 120 calendar days after the fiscal year ends and a Form 1-SA within 90 calendar days after the first six months (the form instructions say so). We compared the filing dates on EDGAR with those deadlines.

Small differences of one to three days are weekends and filing-day timing, and we did not adjust for them. The two reports for 2024 and mid-2025 are the latest by far. The FY2024 audit report from Cherry Bekaert LLP is dated December 29, 2025, after the default and after the repayment, which is why the annual report for a year that ended December 31, 2024 describes November 2025 events in its subsequent-events note.

Nothing newer appears on the EDGAR list we pulled on November 5, 2026. There is no Form 1-K for fiscal 2025 (due April 30, 2026), no Form 1-SA for the six months to June 30, 2026 (due September 28, 2026), no Form 1-Z for this issuer, and no Form 1-U about the default; the newest Form 1-U on the list is dated October 3, 2022. We do not claim the issuer is still obliged to file, because the rules allow a Tier 2 issuer to suspend reporting after a Form 1-Z. We only report that none of these documents is on EDGAR.

What the Form 1-SA does not tell a reader: the cash flow of the six months to June 30, 2026, whether the November 17, 2025 advance from GK Investment Holdings III was repaid by its June 30, 2026 due date, and what happened at KeyBank after the February 1, 2026 maturity of the loan on the Clearwater LA Fitness property in Oak Brook, Illinois. The report is dated through May 21, 2026, and its going-concern note says one loan of about $5.8 million matures within twelve months.

The financial picture behind the default

The unaudited balance sheet at June 30, 2025 shows total assets of $47,081,485, total liabilities of $54,130,561 and a member's deficit of $(7,049,076). Bonds were carried at $26,195,833 and notes payable at $26,643,666. For fiscal 2024 the company reported revenue of $5,579,728, interest expense of $3,718,450 and a net loss of $1,360,560 (fiscal 2023: net loss $1,127,590). In the six months to June 30, 2025 it reported revenue of $3,284,052 and net income of $81,122 after $1,830,359 of interest. At the FY2024 year end, $27,624,126 of assets and $17,198,276 of related liabilities were classified as held for sale.

The indenture required the company to hold property equity of at least 70% of the outstanding bonds (the “Equity-Bond Ratio”) and a $590,000 bond cash coverage reserve. The filings state the company was in compliance with its covenants for the six months to June 30, 2025.

The notes carry a heading, “Going Concern Considerations: Upcoming Obligations”, which concludes that the statements are prepared on a going-concern basis. They do not state substantial doubt. The company says it expected to refinance and that the properties were worth more than the loans on them.

GK Investment Holdings III and GK Investment Property Holdings II

Two sister issuers matter to anyone who saw the GK name on other bonds.

GK Investment Holdings III, LLC (CIK 2072338) had an offering of up to $75,000,000 of 8% bonds qualified on August 18, 2025. Its Form 1-K for 2025 reports $650,000 of bonds sold, all to the president of its sponsor. Its only asset besides $26,048 of cash was a note from GK Investment Holdings, LLC: it advanced $550,000 on a $614,525 note, at 8%, maturing June 30, 2026, four days after the final redemption. Its Form 1-Z, filed September 18, 2026, reports $854,000 sold in total, net proceeds to the issuer of $636,201 and about 3 holders of record. The 1-Z is the exit notice; it does not say why. One oddity: the GK Investment Holdings, LLC annual report gives the maturity of that same advance as November 17, 2030, while the semiannual report and GK III's own note say June 30, 2026.

GK Investment Property Holdings II, LLC (CIK 1788427) is a separate company with $10,793,000 of 7% bonds outstanding at December 31, 2025: Series C $4,230,000 due February 28, 2026, Series D $4,575,000 due August 31, 2026, and Series E $1,988,000 due February 28, 2027. Its auditor included a going-concern paragraph because the company “does not have sufficient working capital to repay its remaining Series D and E Bonds in full”. Its last filing on EDGAR is a Form 1-K dated June 12, 2026. Nothing on the EDGAR list says whether the Series D bonds were paid on August 31, 2026. For a side-by-side with other issuers, see our real estate bonds comparison.

What a reader can do with this

• Work out which GK entity you hold. GK Investment Holdings, LLC (CIK 1656108) has no bonds left. GK Investment Property Holdings II (CIK 1788427) has $10,793,000 outstanding at December 31, 2025. GK Investment Holdings III (CIK 2072338) filed its exit report.
• Look at the filing dates, not only the payments. A repayment in full after a default is the best outcome for a holder. A pattern of annual reports 8 months late is a separate signal that tells you how quickly new facts reach you.
• Check the money behind the repayment. Here, new borrowing against the same assets and from a related party at 12.25% or more funded part of the payoff. That does not mean anything was wrong; it means the claim you held was replaced by someone else's claim on the same assets.
• Read the “related party” lines. Ridgmar, Lake Mead Land and the GK III advance are all affiliated transactions. The filing itself says so each time.
• Compare with other Regulation A bonds that ran into trouble. See Reg A real estate offerings, our guide to real estate notes and the Bequest Bonds I Section 5 page.
• If you still hold a GK bond, ask someone to look at the whole position. The box below is a referral to advisers who look at the full picture, and we are paid if you use it.

FAQ

Sources: GK Investment Holdings, LLC (CIK 1656108) Form 1-SA for the six months ended June 30, 2025, accession 0001104659-26-069641, filed June 3, 2026; Form 1-K for fiscal 2024, accession 0001104659-25-124759, filed December 29, 2025; Form 1-SA, accession 0001104659-24-104395, and Form 1-K, accession 0001104659-24-056281; GK Investment Holdings III, LLC (CIK 2072338) Form 1-K, accession 0001104659-26-049509, Form 1-SA, accession 0001104659-25-111339, and Form 1-Z, accession 0001104659-26-108856; GK Investment Property Holdings II, LLC (CIK 1788427) Form 1-K, accession 0001104659-26-073407; SEC Form 1-K and Form 1-SA instructions; EDGAR submissions lists for all three CIKs, pulled November 5, 2026. Day counts, sums, percentages and interest comparisons are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.