DLP Capital Review 2026: 19 SEC Filers, $1.85B Sold, One Bank

Who DLP Capital is in the filings

“DLP Capital” is a brand. The documents name a handful of companies behind it. The signature block of DLP Positive Note Fund's last semiannual report (January 24, 2023) runs the chain in one line: the fund, by DLP PNF Manager LLC, its manager, by DLP Capital Partners LLC, its sole member, by DLP Real Estate Capital Inc., its manager. The same fund's 2021 annual report says Don Wenner serves as chief executive, Robert Peterson as chief financial officer and Barry W. DeGroot as chief legal counsel, and that all three are beneficial owners of DLP Capital Partners LLC. Each big fund has its own manager entity on its Form D: DLP Management Group LLC for DLP Lending Fund, DLP Housing Fund Manager LLC for DLP Housing Fund, DLP PREF Management LLC for DLP Preferred Returns Equity Fund. The newer funds simply list Don Wenner as executive officer.

The address moved with the company. The 2014-2017 filings use 701 West Broad Street in Bethlehem, Pennsylvania; from 2020 the funds file from St. Augustine, Florida (Palencia Club Drive, then 405 Golfway West Drive). In March 2021, DLP described itself in a press release filed by a bank it was buying as having “over $1.25 billion in assets under management, over 700 loans in portfolio”. Its home page now claims $5.5B+ of assets under management, 4,000 current investors and $699M+ of 2025 total revenue (dlpcapital.com, October 10, 2026). Those are the company's own figures. The SEC-filed figures are below.

This page is about the company and its whole family. For one fund in depth (fees, returns, the zero-losses claim and every lawsuit with its docket number), see our DLP Housing Fund review.

Every DLP issuer on EDGAR: 19 entities, 21 Form D offerings

We searched EDGAR's company index for every name containing “DLP”, then kept the issuers whose filings tie them to DLP (Don Wenner, DLP officers or DLP's addresses as related persons). Seventeen filed Form D notices; two filed under Regulation A. The table shows the latest filing for each offering. Amounts sold are cumulative since the first sale and are not reduced for redemptions.

The 21 Form D offerings add up to $1,854,231,382; with the Reg A notes, $1,875,286,598 (our sums). Five other Form D filers with DLP in their names (two DLP Access Fund LLCs in Salt Lake City, and three Coral Gables partnerships) list other sponsors' managers and officers and are left out. DLP Access Fund (CIK 2152022), the registered fund described below, is advised by an outside firm and is not counted as a DLP issuer.

Six things the Form Ds show that the marketing does not

1. DLP sells its funds itself. Every fund Form D answers the sales-compensation question with $0, and the newer ones add a sentence: the issuer “does not intend to utilize brokers or pay commissions or finder fees” (DLP Preferred Credit Fund, September 21, 2026). The only commissions anywhere in the family are three payments of $6,250, each on a $125,000 sale of Class A non-voting preferred units to 125 investors at $1,000 apiece: DLP Housing REIT in December 2020, and DLP BCF REIT and DLP Preferred Credit Fund on January 25, 2024. The recipient is a Nashville firm with CRD 145235 (named Iroquois Capital Advisors on the 2020 filing and ICA, LLC on the 2024 ones). A REIT needs at least 100 shareholders, and a one-off sale of small preferred units is a common way to get there. For investors it means that, according to the Form Ds, no broker is paid a commission to put you into a DLP fund, so the selling is done by DLP's own staff and through paid advertising (White Coat Investor, for one, discloses that DLP pays it).

2. The minimum on the Form D is not the minimum you will be quoted. DLP Housing Fund and DLP Living Fully Community Fund report a $0 minimum on their Form Ds; the Building Communities and Preferred Credit funds report $500,000, the Lending Fund $100,000, the 2026 debt offerings $200,000. The DLP Access Fund N-2 puts the direct-investor range at “$100,000 to $500,000”. A Form D minimum is the lowest amount the issuer says it will accept, and sponsors waive minimums, so treat the number in a pitch deck as negotiable in both directions.

3. Two gaps in the filing record. DLP Lending Fund's Form D history jumps from May 4, 2017 ($13,118,333 from 73 investors) to March 2, 2026 ($628,887,587 from 1,503). And DLP Preferred Returns Equity Fund filed one Form D, in June 2018, reporting no sales yet; it was never amended. Yet a federal magistrate judge's January 21, 2025 report quotes DLP Housing Fund's audited statements for 2020: “The transfer consisted of 11 investments with a total net asset value of $22,838,440”, interests that members of that same Preferred Returns Equity Fund moved into the Housing Fund's REIT. EDGAR, in other words, under-records how much money went into the older DLP vehicles. That matters only as a research caution: the Form D trail is a floor, not a full count.

4. One DLP fund took non-accredited investors. DLP Fixed Fund 2 LLC, sold under Rule 506(b) in 2020 with a $10,000 minimum, reported 24 investors, 20 of them non-accredited. Its two sister funds, Fixed Fund 3 and Fixed Fund 4, filed notices but reported no sales and were never amended.

5. New money slowed sharply in the latest year. The three equity and credit funds that file every year added $149,051,669 in their latest filing year (DLP Housing Fund +$105,198,361 to April 2026; DLP Building Communities Fund +$27,699,910 and DLP Preferred Credit Fund +$16,153,398 to September 2026), against $351,899,135 the year before (+$241,440,993, +$29,227,797 and +$81,230,345), all our arithmetic from consecutive Form D/As. At the same time, the September 21, 2026 amendments raised the stated offering size of the Preferred Credit Fund from $250,000,000 to $1,000,000,000 and of the Building Communities Fund to $500,000,000. Two new note offerings opened in 2026, one for each credit fund ($19,340,790 and $9,641,964 sold by July 9, 2026), and they appear to be the note programs DLP's site now markets (its “DLP Lending Fund Series B Note Offering” is described as paying an 8% annual interest rate over a 5-year term); the Form Ds themselves give no rate.

6. The investor count adds up to more people than DLP claims, and that is expected. The latest Form Ds of the eight offerings open in 2026 report 4,773 investors (our sum). DLP's home page says 4,000 current investors. The two are compatible: a person in three DLP funds is one investor to DLP and three on the Form Ds.

Who advises $1.85 billion? The Form ADV record

Fund managers that advise private funds usually show up in the SEC's Investment Adviser Public Disclosure database, either as registered advisers or as exempt reporting advisers, with a Form ADV listing assets, funds and any disciplinary events. For DLP there is one entry, and it is closed.

What this means in practice: the managers of DLP's funds are not filing a Form ADV today, so there is no public document listing the gross assets of each DLP fund, the number of beneficial owners, the auditor, the custodian or any disciplinary event, as there is for most private-fund sponsors of this size. Our records do not show why the registration was withdrawn. The filings do not say which exemption, if any, the current managers rely on; real estate funds that hold property and mortgages rather than securities can fall outside the Advisers Act, and that is a question for DLP's counsel, not a finding. The 2018 brochure also said the firm “does not accept performance-based fees”; today's DLP Housing Fund tearsheet charges a 20% performance fee, which tells you the fee-earning entities changed.

A reader comparing sponsors should know that the tidy “no disciplinary disclosures” line we print for registered advisers cannot be printed for DLP at all: there is no live form to check.

The only audited DLP fund statements in public: DLP Positive Note Fund

Regulation D funds do not publish financial statements. Once, DLP used Regulation A instead, and that left a public set of numbers. DLP Positive Note Fund LLC sold unsecured promissory notes to the public under an offering qualified on September 3, 2020 (up to $50,000,000), lent the money out as real estate loans, filed annual reports for 2020 and 2021 and a semiannual report for the first half of 2022, and then filed Form 1-Z on February 21, 2023 reporting $21,055,216 sold and about 95 holders of record. It is small, but it is the one place where an auditor's numbers show how a DLP lending vehicle lends.

Three things stand out. First, most of the money went to DLP's own projects. The 2021 audited statements list six related-party borrowers with $9,856,000 outstanding and $721,479 of interest earned in 2021, at rates of 8.99% to 10%: 50 Oaks Group, Cardinal Ventures III, DLP HQ LLC ($1,900,000), Good as New Ventures, Patton Avenue Ventures and Sea Palm Ventures. The annual report says these loans are “underwritten to the same comparable standards as loans to non-affiliate borrowers and upon the same arm's length terms”. That is the company's statement; the conflict is that the same people set the terms on both sides. Good as New Ventures, LLC is also the second-listed member of Baton Rouge Ventures, the DLP-owned seller in the Baton Rouge case below.

Second, the spread was thin by design. Investors' notes paid 3% to 8%, and the fund lent at roughly 9% to 10%. The manager put in equity of $1,000,000 by April 2022, about 7.64% of notes issued, the 5% minimum commitment the offering required, and received $292,340 of distributions.

Third, the “no losses” line appears here too. The January 2023 semiannual report says DLP's approach “has led to significant above market loan performance, with no losses written off to date on more than 2,000 loans funded”. The same report shows the fund building a reserve for loan losses from $27,648 to $44,636. Both are true at once: a reserve is an estimate, a write-off is a realized loss.

The fund also had a sibling that never launched. DLP Positive Fixed Returns Fund LLC filed Regulation A offering statements in 2018 and 2019 that were never qualified; SEC staff declared them abandoned on November 14, 2019 and July 24, 2020, the routine order for a filing that sits for more than nine months. These orders are administrative housekeeping, not enforcement actions, and are sometimes mistaken for “SEC actions against DLP”.

DLP Bank, and the bank DLP did not buy

DLP's family includes a bank, and it is small. FDIC records show Community State Bank of Starke, Florida, established in 1957, changed its legal name to DLP Bank on November 29, 2023. FDIC's institution record names the holding company as Regent Capital Corp; the filings we read do not lay out the ownership chain from there to DLP.

The jump in equity capital from $6.3 million to $40.3 million in the third quarter of 2022 is the kind of step a recapitalization produces; DLP Bancshares, Inc. had filed a Form D on August 23, 2022 for a $50,000,000 offering with a $250,000 minimum and no sales yet. The FDIC data do not say who put the capital in, and we do not assume it. At June 30, 2026 the bank had $116,680,000 of net loans, so it is a fraction of the size of DLP's funds.

Before that, DLP tried to buy a different bank. On March 16, 2021, DLP Bancshares agreed to acquire Sunnyside Bancorp, the parent of Sunnyside Federal in Irvington, New York, for $15.55 a share in cash, with Don Wenner personally a party to the merger agreement. Three months later Sunnyside chose a competing offer from Rhodium, and on June 16, 2021 the parties terminated the deal; Sunnyside's 8-K says “DLP Bancshares was paid a termination fee of $615,000”, and $615,000 that Wenner had put in escrow was released.

What the DLP Access Fund filing says about getting your money out

On August 26, 2026 a registered interval fund called DLP Access Fund (CIK 2152022) filed a Form N-2. Its adviser is OneAscent Capital LLC of Birmingham, Alabama (about $57.7 million under management at June 30, 2026), not DLP, and it would invest “substantially all” of its assets in five DLP funds, offering shares at a proposed $5,000 minimum (bracketed in the draft) with quarterly repurchase offers. EDGAR shows no notice of effectiveness as of October 10, 2026. For a current DLP investor its value is that a third party had to write down each underlying fund's exit terms in an SEC filing.

Two details matter for holders. DLP Building Communities Fund changed structure on October 1, 2026: the N-2 says that as of that date it “converted from an open-ended evergreen structure to a closed-end structure”, with a term running to the sixth anniversary of its final closing, two one-year extensions at the manager's discretion, and no interim redemption. If you hold it, you are now in a fund with a finite life rather than one you can leave on notice. And the N-2 warns that the underlying funds' governing documents “may permit DLP Capital to suspend, gate, delay, or satisfy in-kind redemption requests”, or to amend redemption terms, without the investor's consent. The preferred returns are, in the filing's words, “not a guarantee”.

The filing also discloses money flowing the other way: DLP Capital will reimburse the adviser for the fund's organizational and offering costs and for waived fees and capped expenses, a “DLP Support Arrangement” the N-2 itself calls a conflict of interest because the adviser picks among DLP funds while being paid, in part, by DLP.

DLP Capital lawsuits and the misconduct claims in search results: what the record supports

Search “DLP Capital” today and the results mix DLP's own review page, a LinkedIn post that recasts the DLP initials as an accusation, a White Coat Investor forum thread asking whether DLP funds are “heading for trouble”, and SEO pages announcing a DLP “class action”. Here is each type of claim set against a document.

What we did not find matters as much. We found no court or regulator finding of fraud against a DLP entity and no investor class action. What the record does contain is a federal court's sanctions inquiry into DLP's side's own statements, a pattern of related-party lending that DLP discloses but that outsiders cannot size for the big funds, and a filing record with gaps. Specific allegations about loan-to-value ratios and loan spreads have circulated since May 2025; we set them out, with their source's own record, on our DLP Housing Fund review, and we treat them as allegations. The class-action page we read names no case, and we found none to match it.

A small state matter is also on file: a New Hampshire consent order against DLP Lending Fund over a late Regulation D notice filing, with no fraud alleged; details are on the fund page.

Verdict: a real, growing operator with a thin public record

DLP Capital is not a phantom: 19 issuers, $1.85 billion of reported sales from more than 4,000 investor positions, a chartered bank and a federal court record show an operating business that has been raising money since 2014. What the public record does not give an investor is the usual set of outside checks. There is no live Form ADV, no public audited statement for any open fund, no broker-dealer whose supervision you can look up, and the Form D trail has gaps. The only audited numbers ever filed, for a small note fund, show most of its loans going to DLP's own projects. New money into the three funds that report every year fell by more than half in the latest year (our arithmetic), and one of them has just closed its exit door. None of that is a finding of wrongdoing. It means that with DLP, the diligence that a regulator's forms would do for you elsewhere has to come from the documents DLP hands you privately: the audited statements, the related-party schedule and the redemption queue.

What a DLP investor can do with this

• Find your fund's own line. Use the table above to read the latest Form D for your fund: total sold, investors and the date. Compare it with the size DLP quotes you; the Form D is cumulative and does not net redemptions.
• Ask for the documents the SEC record lacks. Request the latest audited financial statements for your fund, the related-party loan schedule (the 2021 Positive Note Fund statements show what such a schedule looks like), the number of loans past due or in foreclosure, and how much is waiting in the redemption queue.
• Know your exit terms in writing. Lending and Preferred Credit: 90 days' notice. Housing: once a year, notice by April 30. Building Communities: closed-end since October 1, 2026, no interim redemption. Living Fully: no interim redemption. All of them can be gated or amended under the governing documents, per the N-2.
• Ask who your adviser is. The fund manager is not filing a Form ADV. Ask DLP which entity manages your fund, which Advisers Act status it claims, and who audits and holds the assets.
• Size the position to the liquidity. For comparison with sponsors that do publish more, see our Origin IncomePlus review and our private credit fund redemption tracker. For how DLP's 506(c) filings compare with other private REITs, see our private REIT Form D data.

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

FAQ

Sources, read on SEC EDGAR, the SEC's Investment Adviser Public Disclosure site, FDIC BankFind, CourtListener and the companies' websites on October 10, 2026: Form D and D/A filings of the 17 DLP-affiliated Form D issuers listed in the table (44 filings, 2014-2026; accession numbers in the CSV); DLP Positive Note Fund Forms 1-K (0001140361-21-015098, 0001140361-22-016888), 1-SA (0001140361-23-002526) and 1-Z (0001140361-23-007835); SEC orders declaring DLP Positive Fixed Returns Fund offering statements abandoned (November 14, 2019 and July 24, 2020); DLP Access Fund Form N-2 (0001580642-26-005681); Sunnyside Bancorp Forms 8-K of March 17, 2021 (0001493152-21-006153) and June 16, 2021 (0001493152-21-014579); DLP Capital Advisors, LLC IAPD record and Form ADV Part 2A of July 26, 2018; FDIC BankFind institution, history and financial data for certificate 17734; U.S. District Court for the Middle District of Louisiana Nos. 3:20-cv-00628 (Docs. 192 and 197) and 3:23-cv-01519 (Docs. 1 and 31), and U.S. Court of Appeals for the Fifth Circuit No. 23-30741; CourtListener docket searches; dlpcapital.com home page; DLP Housing Fund tearsheet; White Coat Investor post of August 14, 2026; lawfold.com page on a DLP “class action”. Sums, differences and percentages are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.