MogulREIT I & II NAV Crash 2025-2026: Why RealtyMogul Quietly Paused Both REITs (And the Wideman Acquisition That Followed)

If you have money in MogulREIT I or MogulREIT II — or are thinking about what RealtyMogul's transition means for the broader real estate crowdfunding category — you deserve a precise read of what's in the SEC filings, not a sanitized blog post. This is that read.

I pulled the FY2025 Form 1-K filings on SEC EDGAR (filed April 30, 2026 for both REITs), the November 2025 Form 1-U disclosing the Wideman acquisition, the April 29, 2026 Form 1-U disclosing the SRP and DRIP suspension, and the audited financial statements signed by CohnReznick LLP. Then I cross-checked against the press releases and the legal advisor's deal page (Stradling Yocca Carlson & Rauth represented RealtyMogul in the sale).

The result is one of the more striking case studies in the modern non-traded REIT space — not because anything illegal happened, but because the gap between the platform's external messaging and the structural reality disclosed in the filings is so wide.

This is not investment advice. It is a forensic read.

The NAV Trajectory — Confirmed Through 3/31/2026

For non-traded REITs that don't trade on a public exchange, NAV is the closest thing to a true mark-to-market price. RealtyMogul publishes per-share NAVs based on independent third-party appraisals (typically CBRE) on a recurring schedule.

MogulREIT I (Income REIT) — From $11 Peak to $6.85

The decline accelerated sharply in 2024 (the largest single-year drop) and continued through 2025. The Form 1-K filed April 30, 2026 states explicitly: "Over the past several years, our NAV per share has declined from its initial value of $10.00 per share to $7.49 as of December 31, 2025, primarily due to broader market conditions, including capitalization rate expansion."

For context, the broader non-traded REIT sector was down roughly 4.7% year-over-year through Q3 2025 per the Connect Money tracker. MogulREIT I's 32.0%-from-peak markdown at December 31, 2025 is roughly 6.8x the sector average — placing it at the deep end of the non-traded REIT NAV erosion spectrum.

MogulREIT II (Apartment Growth REIT) — From $10 to $6.85

MogulREIT II — the equity-focused multifamily-and-now-industrial REIT — has been less volatile than MogulREIT I but follows the same general trajectory. Launch NAV was never breached above $10. The 31.5% cumulative decline from launch (to $6.85 at March 31, 2026) is concentrated in 2024 through early 2026.

The Distribution Trajectory — A Quiet Cut, Then a Pause

The distribution rate is where the real story shows up. Headlines say "MogulREIT distribution cut from 6% to 3%." The actual sequence in the 1-K filings is more nuanced — and more instructive.

MogulREIT I — Stable, Then Cut, Then Quarterly

Per the 2024 Form 1-K, MogulREIT I declared monthly distributions throughout 2017-2024, with the per-share dollar amount declining as NAV declined but the effective annualized yield held near 6.0% throughout.

The 2026 Form 1-K (FY2025) shows the actual sequence:

• 2017 through November 2025: Monthly distributions at effective ~6.0% annualized yield (per-share amount declining proportionally as NAV fell)
• December 2025: Per-share distribution cut from $0.0013/share daily to $0.0008/share daily — implying ~4.0% annualized yield on the then-current $7.49 NAV
• Effective January 1, 2026: Distribution cadence transitions from monthly to quarterly
• Q1 2026: Daily rate of $0.0006304/share (Jan 1-27) and $0.0006156/share (Jan 27 - Mar 31) — implying ~3% annualized yield
• Q2 2026: approximately 1.5% of NAV annualized (Form 1-U filed July 17, 2026)

The aggregate dollar distributions tell the same story: MogulREIT I paid ~$5.47M in distributions in 2025 vs ~$6.7M in 2024 — an 18.3% decline year-over-year.

MogulREIT II — Paused Entirely

MogulREIT II's quarterly distribution had been at 4.5% annualized through Q3 2025. Then:

"In January 2026 our board of directors temporarily paused distributions to preserve liquidity and financial flexibility as the Company actively manages through a period of portfolio transition (the 'Distribution Pause'). As a result, no distributions have been paid with respect to the quarter commencing October 1, 2025 or any subsequent period." — MogulREIT II FY2025 Form 1-K, filed April 30, 2026

That language is the direct quote from the filing. Q4 2025 distribution: $0. Q1 2026 distribution: $0. As of the 1-K filing date, no distribution had been declared for any subsequent quarter.

Aggregate dollar distributions: MogulREIT II paid ~$1.42M in 2025 vs ~$2.33M in 2024 — a 39% decline.

Return-of-Capital Caveat

A frequently-cited claim — including in earlier CrowdfundedWealth coverage — is that 100% of MogulREIT I's 2022 and 2023 distributions were classified as "return of capital" rather than ordinary income. The 2026 Form 1-K (FY2025) confirms the boilerplate language: "The Company expects its distributions to be characterized for federal income tax purposes as (i) ordinary income, (ii) non-taxable return of capital, or (iii) long-term capital gain."

The exact percentage breakdown of return-of-capital appears on individual investor 1099-DIVs, not in the 1-K itself. Based on third-party reviews and the underlying loss profile, return-of-capital characterization in 2022-2024 is plausible but not directly verifiable from primary SEC filings without a specific shareholder's 1099-DIV.

The Sequence of Events — Reconstructed from SEC Filings

For investors trying to understand what happened in chronological order, here's the sequence — every event sourced to a specific SEC filing.

The sequence matters. RM Securities' broker-dealer withdrawal on July 11, 2025 is the upstream cause of the new-subscription pause — without an in-house broker-dealer, the platform cannot directly market new offerings to retail. The Wideman acquisition on November 6, 2025 provided the institutional capital and management bench to absorb that disruption, but it did not reverse the NAV markdowns or restore distribution capacity.

The Wideman Acquisition — Confirmed Details

This is the structural event that defines the next chapter for both REITs.

Closing date: November 6, 2025 (per SEC Form 1-U filed November 13, 2025; the November 10 press release post-dated the legal close).

Structure: Realty Mogul, Co. (parent) plus seven affiliated entities — RM Sponsor, RM Adviser, RM Technologies, Realty Mogul Commercial Capital, RM Communities, RM Manager, and RM Admin — all merged into RM Investor, LLC, a Delaware LLC managed by The Wideman Company, LLC and wholly owned by RM Venture Partners LLC. RM Investor survived the merger.

Deal value: Not disclosed in any SEC filing or press release.

The Wideman Company: Orlando-based commercial real estate firm with approximately 7M square feet and $1.2B of CRE under management, focused on single-tenant office and industrial properties in the Sunbelt and Southeast. Affiliated with Susquehanna Holdings Ltd. Matthew Wideman has served as CEO since 2013.

Management changes (per Form 1-U):

Resigned at closing:

• Jilliene Helman (founding CEO of Realty Mogul, Co.)
• Flynann Janisse (board member)
• Louis S. Weeks III (board member)

Appointed:

• Matthew M. Wideman — initial CEO
• Christopher D. Wideman — President; later CEO of Income REIT effective December 4, 2025
• Michael C. Young — independent director (Wegis & Young Family Office)
• Michael H. Simpson — independent director (former Bank of Tennessee executive)
• Kevin Moclair stayed on as Chief Accounting Officer
• Eric Levy stayed as Managing Director

Strategic direction: Per the press release, Wideman will "personally co-invest alongside RealtyMogul investors in every new real estate opportunity" — though this commitment is not codified in any SEC filing reviewed.

Legal counsel: Stradling Yocca Carlson & Rauth represented RealtyMogul.

Share Repurchase Program Suspension — The Most Material 2026 Event

For investors holding MogulREIT shares, the April 21, 2026 SRP suspension is the single most important event of the entire transition.

The verbatim language from Form 1-U dated April 29, 2026, signed by Christopher D. Wideman:

"On April 21, 2026, the board of managers of the Company approved the suspension of the Company's Share Repurchase Program ('SRP') to preserve liquidity and financial flexibility as the Company actively manages through a period of portfolio transition. Effective as of April 21, 2026, the Company ceased repurchasing shares of its Common Stock pursuant to the SRP and is no longer accepting or processing any repurchase requests submitted pursuant to the SRP on or after April 21, 2026."

The Distribution Reinvestment Plan was suspended on the same date.

For 2025, MogulREIT I repurchased 586,296 shares for $4.52M at an average price of $7.72/share. MogulREIT II repurchased 270,118 shares ($2.4M-ish at then-current NAVs). Both REITs operated under the standard 5%-of-weighted-average-shares-outstanding annual cap. The April 2026 suspension halts the only redemption mechanism investors had.

Plain English: As of late April 2026, MogulREIT I and II investors who want their money out have no formal redemption path. The SRP is suspended. Distributions are cut (MRI) or paused (MRII). The only liquidity event would be a future board decision to reinstate the SRP, a portfolio sale that pays out cash, or a wind-up of the REIT.

What's in the Portfolios

Both REITs have actively repositioned in 2025 under the new Wideman strategy.

MogulREIT I (Income REIT)

Originally pitched as a multi-strategy commercial REIT (multifamily, office, retail, medical office, debt). FY2025 1-K discloses pivots:

• 2025 sales: La Privada Property (Texas) sold March 20, 2025 — $11.7M acquisition, $18.3M sale (per-unit: $48,750 → $76,250). The Hamptons sold ($19.05M cost / $89,863 per unit; sold $24.25M / $114,387 per unit). Both clean exits at meaningful multiples.
• 2025 acquisitions / 2026 subsequent events: Truist Plaza acquired post-FY2025; FedEx Ground distribution facilities in Louisville KY and Chattanooga TN added under Wideman's industrial pivot.
• Holdings still on books at 12/31/2025: Texas Retail Portfolio (preferred equity, 14.00% rate); Columbus Office Portfolio (Ohio JV); Pohlig Box Factory & Superior Warehouse (multifamily, Richmond VA); Lubbock Medical Office Building (medical office, TX); plus 23 debt-and-debt-like investments (22 already paid off in full).

MogulREIT II (Apartment Growth REIT)

Originally restricted to preferred equity and JV equity in multifamily. Mandate expanded July 31, 2025 to include industrial assets — the FedEx Ground pivot.

• Investments at original cost (12/31/2025): ~$153.0M
• Outstanding borrowings: $102.8M at 12/31/2025 (down from $134.1M at 12/31/2024) — net of deferred financing costs
• Named investments: Brooklyn Portfolio (multifamily JV, NY); Ninety-Nine44 Apartments (Dallas, TX); The Orion (Orion Township, MI); Sherwood Oaks (Riverview, FL); Restoration on Candlewood (preferred equity, Oklahoma City); Ridgeline View Townhomes (Vancouver WA); Lotus Village; plus 2025 industrial JVs in Louisville KY (303,369 sq ft FedEx, built 2015) and Chattanooga TN (236,976 sq ft FedEx, built 2017)
• Three 2025 loan maturities flagged in the 1-K: Lotus Village, Sherwood Oaks, plus one other
• Impairment: "For the years ended December 31, 2025 and 2024, the Company determined that there was no impairment of long-lived assets." Allowance for doubtful accounts: $147K (2025), $298K (2024).

What the Auditors Did — and Did Not — Flag

This is critical context that media coverage misses.

The auditor for both MogulREIT I and MogulREIT II is CohnReznick LLP (Atlanta office). The audit reports for both FY2025 were issued April 30, 2026.

Both reports are unqualified — clean opinions. No "except for" qualifications. No going concern qualification. No emphasis-of-matter paragraph identified.

This matters because it differentiates the MogulREIT situation from the Groundfloor going concern qualification (covered in our forensic read). Groundfloor's auditors flagged "substantial doubt" about 12-month operational continuity. MogulREIT's auditors did not. The "going concern" boilerplate that appears in the MogulREIT 1-Ks is the standard auditor responsibility language under SAS 132 / AU-C 570 — not a substantive doubt expressed by the auditor.

Translation: This is a NAV-erosion-and-liquidity-management story. It is not an audit-flagged sponsor-distress story. The platform is paying its operating bills, the auditors are signing the financials, and the underlying assets are not impaired per the 1-K's own statements.

That doesn't make it a good investment. A REIT can have a clean audit and still be a poor allocation if the NAV continues to compress, distributions remain paused, and the SRP stays suspended. But the structural difference between MogulREIT and a going-concern-qualified platform like Groundfloor is meaningful.

Comparison to Fundrise — The Real Counterfactual

The most useful comparison is with Fundrise. Both platforms operate non-accredited Reg A+ structures. Both deploy capital across multifamily and commercial real estate. Both use external manager structures. They had similar tailwinds and headwinds 2017-2025.

Fundrise advisory client returns (from the Fundrise client returns page):

• 2024: +5.75% (positive)
• 2025: +6.24% (positive)
• Cumulative net distributions to advisory clients: $479M

MogulREIT I per-share NAV trajectory over the same window: declined from ~$10.30 (9/30/2023) to $7.49 (12/31/2025) — a 27.3% drop in roughly 27 months.

Fundrise neither paused distributions nor suspended share repurchases at the platform level in 2025-2026. Fundrise's eFunds had a difficult 2022-2023 (one source cites the Flagship Fund down ~6.7% in 2023) but recovered in 2024-2025. The trajectory diverged dramatically — and given the similar structures, the divergence is attributable to underwriting and portfolio-management decisions, not to category-wide market conditions.

For deeper analysis, see our RealtyMogul vs Fundrise comparison and Fundrise review.

What Investors Actually Have Now

For an investor in MogulREIT I or MogulREIT II as of May 1, 2026, here is the practical situation:

Physician on FIRE's Verified IRR

The most-cited investor case study for MogulREIT II is Physician on FIRE's article, "A 2025 Update on My Passive Real Estate Investment Returns" (published August 1, 2024, updated June 27, 2025). The exact quote: "When I updated my returns in 2023, I had enjoyed an IRR of nearly 9%, however with the softening of the real estate market in the interim, that return has weakened quite a bit. Two years later, my IRR stands at 4.85% over 7-plus years."

PoF is a real, named author with a documented investment dating to April 2018. The 4.85% IRR is verified. It also predates the Q4 2025 distribution pause and the April 2026 SRP suspension — meaning a 2026 update would presumably show a further weakening.

What Would Change the Picture

The transition is not over. Specific events would meaningfully shift the analysis:

1. Reinstatement of the Share Repurchase Program at any nominal level — would restore a redemption path even if capped tightly
2. Q2 or Q3 2026 distribution declared on MogulREIT II — would signal that the Distribution Pause was "temporary" as the filing claimed
3. MogulREIT I distribution rate restored above 4% annualized — would suggest portfolio cash flows are recovering
4. Stable or rising NAV in the next valuation (the March 31, 2026 valuation, filed June 1, 2026, fell to $6.85 for both REITs)
5. New strategic disclosures about the Wideman pivot — specific industrial deals, secondary-market initiatives, or partnerships

Conversely, deepening signals would be:

• Continued NAV erosion below $7.49 (MRI) or $7.62 (MRII) — which the March 31, 2026 valuation delivered: $6.85 for both
• Extended SRP suspension past 12 months
• A change of auditor or qualification of next year's audit
• Disclosure of any related-party transactions tied to the Wideman acquisition that were not previously transparent

Practical Investor Framework

For an investor in MogulREIT I or II:

You cannot exit cleanly right now. That fact dominates everything else. The SRP is suspended, distributions are reduced or paused, and there is no announced timeline for reinstatement.

Stop adding new money. New subscription pause has been in effect since July 2025 anyway, but reinforce it on your end if any DRIP allocation is still set up (note: DRIP is suspended too).

Track the next NAV update. The March 31, 2026 valuation, filed June 1, 2026, came in at $6.85 for both REITs — a continued decline. A further decline would be a worse signal than a flat or rising number.

Track distribution declarations. Q2 2026 distribution decisions will be the next datapoint for whether MogulREIT II's pause was "temporary" or longer.

Track the SRP status. Any reinstatement — even at a reduced cap — is a meaningful liquidity event.

Compare alternatives at similar yield/duration. Fundrise Income Real Estate Fund (~7.94% yield), Arrived Private Credit Fund (~8.6% yield), EquityMultiple Alpine Notes (~7.35% APY for accredited) all offer different liquidity structures. See Best Passive Real Estate Income Investments 2026 for the structural comparison.

Consider tax-loss harvesting. If you bought MogulREIT shares at a higher NAV (e.g., $10.00 launch or $11.02 peak) and the carrying value on your books is now closer to $6.85 (both REITs, March 31, 2026), the unrealized loss may have tax-planning utility — but you cannot realize it without a redemption path. Consult a CPA.

For the broader RealtyMogul context, see our RealtyMogul Review 2026. For the higher-level comparison vs other paused or impaired platforms, see Real Estate Crowdfunding Failures 2020-2025.

Frequently Asked Questions

Sources

• MogulREIT I (RealtyMogul Income REIT) FY2025 Form 1-K (filed April 30, 2026)
• MogulREIT II (Apartment Growth REIT) FY2025 Form 1-K (filed April 30, 2026)
• MogulREIT I Form 1-U April 29, 2026 (SRP and DRIP suspension)
• MogulREIT I Form 1-U November 13, 2025 (Wideman acquisition disclosure)
• MogulREIT I FY2024 Form 1-K (filed April 29, 2025)
• MogulREIT I FY2023 Form 1-K (filed 2024)
• MogulREIT I full filing list (SEC EDGAR CIK 1669664)
• MogulREIT II full filing list (SEC EDGAR CIK 1699573)
• RealtyMogul official Wideman acquisition page
• EIN press release November 10, 2025
• Stradling Yocca Carlson & Rauth deal page
• Physician on FIRE: A 2025 Update on My Passive Real Estate Investment Returns
• Fundrise advisory client returns
• Connect Money: Non-Traded REIT NAVs Stabilize at $90B (Q3 2025 sector data)

Internal links: MogulREIT I vs MogulREIT II Comparison · RealtyMogul Review 2026 · RealtyMogul vs Fundrise (2026) · Arrived Homes vs RealtyMogul (2026) · Bankruptcy-Remote Real Estate Crowdfunding Platforms · Groundfloor Going Concern Explained · Real Estate Crowdfunding Failures 2020-2025 · Best Passive Real Estate Income Investments 2026 · Real Estate Crowdfunding Tax Loss Harvesting (2026) — explains why MogulREIT NAV declines are unrealized "frozen" losses non-deductible until SRP reopens or the REIT liquidates.

If you landed here comparing this against another long-hold sponsor, Cardone Capital Alternatives in 2026 covers why a REIT that suspended repurchases in April 2026 does not solve an illiquidity problem, and what does.