Streitwise Buyout at $7.00 a Share by Its CEO's Company: Vote December 16, 2026

The $7.00 against every NAV in the record

The company calculates its own NAV each quarter. The last published value is $6.96 per share as of March 31, 2026. The September 4, 2026 semiannual report and the proxy statement do not give a June 30, 2026 NAV; the proxy statement calls $6.96 the company’s “most recently determined NAV.”

Two things follow from the table. First, the offer sits inside the $6.84 to $7.14 range of the NAV since March 2023, 4 cents above the last number, which is why it looks close on that measure. Second, every one of those NAVs is calculated by the manager, which is owned by the chief executive who is now the buyer. The company’s NAV notice says the process reflects “individual appraisal reports of the underlying real estate provided by an independent valuation expert” only “in certain instances.” The one independent appraisal of all four buildings in the merger record is the Newmark work below.

What the $7.00 is worth in dollars (our arithmetic)

The filings give a per-share price, not a total. These figures use the 1,798,167 shares outstanding on the November 9, 2026 record date.

The $0.77 is the sum of the declared dividends from the first quarter of 2024 to the third quarter of 2026: $0.11, then $0.13 three times, $0.03, and $0.04 six times (our sum, from the dividend table below). It is not a return on any particular holder’s money: reinvested dividends, tax and the date of purchase change every holder’s own number.

The appraisal: $73,075,000 against the manager’s $76,900,000

The board said it did not obtain a fairness opinion from an investment banking firm, and relied instead on four appraisal reports from Newmark Valuation & Advisory, LLC, with a valuation date of July 1, 2026. The proxy statement states that the appraisals “do not determine the Company’s equity value, a value per share, or the fairness of the Merger Consideration to stockholders,” and that “Newmark did not physically inspect the properties.”

Three comparisons from the record, all ours:

• Against the manager’s NAV table. At March 31, 2026 the NAV table carried “total real estate, net, at fair value” at $76,900,000. Newmark’s total is $3,825,000 lower, or 5.0% (our arithmetic). The dates differ by three months and Newmark values the leased fee interests “as is”, so this is a comparison of two estimates, not of a change in the buildings.
• Against the draft. Newmark’s July 31, 2026 draft totalled $69,775,000. The proxy statement says the board reviewed the drafts with Newmark, “identifying assumptions that the Board believed warranted reconsideration,” and that Newmark revised certain assumptions. The final is $3,300,000 above the draft (our arithmetic). The filings do not say which assumptions changed.
• What it implies per share. The proxy statement says the board considered that “the implied per share value of the Company, based on independently appraised ‘as is’ market values of the 1SO Properties as of July 1, 2026 is less than the Merger Consideration.” It does not give that per-share figure.

How the price moved: $74.2 million to $77.3 million

The proxy statement describes the $74.2 million as a price for 100% of the shares, the $77.3 million as a total enterprise value and the $7.00 as a price per share. The filings we read do not reconcile them: they do not show the debt, the operating-partnership units or the deferred distributions in a bridge from $77.3 million to $7.00 per share. The merger consideration is described as “an equity payment and is distinct from the value of the Company’s real estate assets and the mortgage debt encumbering those assets.” The three loans total $43,060,536 at June 30, 2026 (see our review).

The conflict, and what the recusal does and does not do

The 1-U and the proxy statement are direct about it. The buyer is owned by the chief executive, who also owns the sponsor and, through it, the external manager that charges 2.00% a year on the operating partnership’s NAV. The proxy statement says that he “occupies a position on both sides of the Merger transaction.” What the process had in place:

• Recusal. The chief executive was recused from all board deliberations and votes on the merger and retained his own counsel.
• Two directors decided. The other two directors negotiated, rejected the first proposal and made the counter-proposal. One of them is employed by Tryperion, the sponsor; the other is a personal friend of the chief executive who has worked with Tryperion as a consultant. Neither holds equity in TH Abide.
• What was not done. The board considered a special committee and decided it was “not necessary”. It did not obtain a fairness opinion, did not solicit third-party bids and did not run a broader sale process, reasoning that the transaction value is under $100 million and that a fairness opinion would be costly. The proxy statement’s own risk factor says a third party given diligence “might have offered a higher price.”
• What the buyer side keeps. The chief executive holds 515,681 operating-partnership units (9.2% on a fully diluted basis, per the proxy statement) and the proxy statement says he has invested more than $20 million in the company. Buyer-side holders keep their units after the merger and benefit from any later rise in the buildings’ value, while the $7.00 is fixed. The management agreement and its 2.00% fee end at closing.

The vote: what a majority of the outstanding shares means

Approval needs the affirmative vote of holders of at least a majority of the outstanding shares entitled to vote, as required by the company’s charter. The count is of all outstanding shares, not of shares that turn out, so a share that is not voted works as a no. The record date is November 9, 2026 and the proxy statement says it was emailed on or about November 10, 2026. Voting is by a link in that email or by phone and stays open until 11:59 p.m. Pacific Time on December 15, 2026; a proxy returned without instructions is voted for the merger and the adjournment, and it can be revoked by email before the meeting.

The filings do not give how many shares the buyer side or its friends and family hold. They give 7,500 shares for the original sponsor, and say that “certain friends and family members” of the chief executive hold shares. Operating-partnership units do not vote. Because the queue and the illiquidity are real, the proxy statement itself warns that a yes vote may reflect the lack of any other exit: in its words, the backlog “may have created pressure on stockholders to approve the Merger.”

No dissenters’ or appraisal rights

Section 2.3 of the merger agreement says no dissenters’ or appraisal rights are available, including any remedy under Sections 3-201 et seq. of the Maryland General Corporation Law, and that the board has not determined and will not determine that any such rights shall be available. The proxy statement repeats it twice and lists it as a risk: “No dissenters’ or appraisal rights will be available to holders of 1SO common stock in connection with the Merger.” The practical result, in the company’s own words, is that holders who vote no receive the same $7.00 and have no judicial determination of fair value to seek. We do not give a view on any other remedy; a holder who wants one should ask a lawyer.

The terms that decide whether and when it closes

On dividends, the last regular rate is $0.04 a share. The September 21, 2026 Form 1-U declared $0.04 for July 1 to September 30, 2026, payable October 9, 2026. The merger agreement lets the company keep paying at that rate until closing; it does not promise a fourth-quarter dividend.

The redemption queue the merger sits on

At June 30, 2026, holders had asked to redeem 913,237 shares (40.3% of all shares ever issued), the company had honored 458,643, and 454,594 were still subject to redemption pro rata. The offering was suspended on June 25, 2026 and the redemption plan on July 1, 2026. A year earlier the figures were 661,070 requested and 365,231 honored, a queue of 295,839 (our arithmetic: the queue grew 53.7%). The full history is in our September report on the suspension and the suspension is one of many on our redemption suspension tracker.

The documents we read do not say what happens to queued requests. Shares in the queue have not been redeemed, so our reading is that they are among the 1,798,167 shares outstanding and every share outstanding at the effective time is converted into $7.00 whether or not a request was made. A holder who sat in the queue at the $6.96 NAV would receive 4 cents more per share than the redemption price would have been, before any early-redemption discount (our arithmetic), but the cash arrives only after the vote, the conditions and the closing, not on a quarterly date.

What happens at closing

TH Abide is a newly formed Delaware LLC that the proxy statement says was formed solely for the merger. At the effective time the company merges into it, the shares are cancelled and the company “intends to take the steps necessary to terminate its Regulation A reporting obligations, subject to applicable requirements.” The proxy statement says that will be done by a Form 1-Z. After that the public record this page reads, the 1-U, 1-K and 1-SA, stops.

• Nothing to do now. The shares are uncertificated. The paying agent mails a letter of transmittal within two business days after closing.
• Payment. Within five business days after the later of the effective time or receipt of the shares and documents; paid only to the registered holder; no interest.
• Unclaimed money. After twelve months the buyer can take back unclaimed funds from the paying agent and holders then look only to TH Abide as general creditors.
• Tax, as the documents describe it. The parties intend a taxable sale of the company’s assets to TH Abide followed by a liquidating distribution to stockholders under Sections 331 and 562 of the Internal Revenue Code, treated as a plan of liquidation. For a U.S. holder the proxy statement says the cash is generally taxable and that gain or loss is the difference between the cash and the adjusted tax basis in each block of shares, generally capital gain or loss and long-term if held more than one year. Non-U.S. holders face the FIRPTA treatment in IRS Notice 2007-55 to the extent the cash is attributable to U.S. real property gain. The company has not asked the IRS for a ruling. This is the company’s description, not tax advice.

What a reader can do with this

• Read the proxy statement, not only the 1-U. It is Exhibit 6.1 of the filing and contains the background, the appraisal table, the risks and the merger agreement. The text you need to cite to a lawyer or tax professional is in it. The link is in the first paragraph of this page.
• Compare three numbers, not one. The $7.00 against the $6.96 NAV is a gap of 4 cents; against the $73,075,000 appraisal the filing says the implied value is below $7.00; against the $10.00 you may have paid it is a 30% loss. Which one matters depends on your cost, your dates and your alternatives.
• Check your own count and basis. Your share count, purchase dates, reinvested dividends and return-of-capital history come from your investor portal and your Forms 1099-DIV, not from the filings.
• Note the dates. Record date November 9, 2026; proxy voting closes at 11:59 p.m. Pacific Time on December 15, 2026; meeting December 16, 2026; outside date May 10, 2027.
• Know what voting changes. There are no appraisal rights, so a vote is the only lever the documents give holders; abstaining counts as no.
• Ask who can answer. The proxy statement gives equity@streitwise.com for the webcast link and for revoking a proxy; a securities lawyer is the person to ask about any remedy outside the agreement.

FAQ

This page reads the Form 1-U of November 10, 2026 and its Exhibit 6.1, the proxy statement and merger agreement (accession 0001104659-26-125197); the Form 1-U of September 21, 2026 (0001104659-26-109212); the Forms 1-U of June 18, 2026 (0001104659-26-075614), March 18, 2026 (0001104659-26-030780), March 20, 2025 (0001104659-25-026089), June 16, 2023 (0001104659-23-072303), March 20, 2023 (0001104659-23-034386) and December 21, 2020 (0001104659-20-137930); and the Forms 1-SA of September 4, 2026 (0001104659-26-105172) and September 17, 2025 (0001104659-25-090661), all from SEC EDGAR for CIK 1700461. A list of the issuer’s filings on EDGAR on November 11, 2026 shows no separate proxy filing; the proxy statement is the exhibit. CrowdfundedWealth has no affiliate relationship with Streitwise and earns nothing on this page. This is analysis of public documents, not investment, legal or tax advice.