Iron Bridge Mortgage Fund 2026: Classes, Redemptions, Loan Book
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Quick Answer
Iron Bridge Mortgage Fund, LLC (SEC CIK 1462371) is an Oregon private lender formed in 2009 that lends short-term on mostly single-family rehab and construction projects, funds itself with bank debt plus Regulation A equity units sold in four classes at $1.00, and elected to be taxed as a REIT from 2022. Its offering was re-qualified on September 25, 2026 for up to $52,000,000; the latest filing is the Form 1-SA of September 28, 2026. At June 30, 2026 it had $138,277,988 of assets, $76,913,878 of members' equity, $59,919,649 drawn on an $80 million Columbia Bank line, 271 loans and 74.84% of loan balances in California. Classes D, C and B carry non-guaranteed priority returns of 5%, 6% and 9%; 90% of everything above those returns goes to Class A, which only employees of the Manager can own. In the first half of 2026 Class A took $2,159,060 of the $4,717,587 net income (45.8%) with 7.2% of assets (our arithmetic). Redemptions are paid at the lesser of NAV or offering price, capped at 5% of NAV a quarter, about 20% a year; NAV has been $1.00 a unit. As of October 22, 2026, no suspension has been filed.
Key Takeaways
- Waterfall: Class D is paid first (5%), then Class C (6%), then Class B (9%); after that, 90% of profit goes to Class A and 10% is shared by B, C and D. In a sale, refinancing or liquidation the order is the same, and bank debt is senior to all four classes.
- Who gets the upside: in the first half of 2026 Class A earned $2,159,060 on average equity of about $8.7 million, a 49.4% annualized return, against 9.8% for B, 6.8% for C and 5.3% for D (our arithmetic). The Manager's owner holds 9,913,116 of the 10,316,999 Class A units (96.1%).
- Redemptions: price is the lesser of NAV per unit ($1.00 at May 31, 2026) or the offering price; requests are limited to 5% of aggregate NAV a quarter on a net basis, and the Manager can pay requests above $1,000,000 in $1,000,000 monthly steps. The circular says 63,847,314 units were requested from January 1, 2021 to May 31, 2026 and all were fulfilled.
- Debt: $59,919,649 drawn on the $80 million Columbia Bank line, due July 5, 2028, with a covenant of debt to tangible net worth of no more than 1.25. Paying a full year's 20% cap entirely from the line would take debt to equity from 0.78 to about 1.22 (our arithmetic).
- Loan book: 271 loans to 177 borrowers, $135,854,687, average $501,309. California is 74.84%, Oregon 11.45%. Loans 31 to 90 days late rose from $382,470 to $1,366,417 in six months, and two loans ($1,963,053) are in foreclosure.
- Fees: the Manager's servicing fee was cut from 3% to 2% of loan principal in the third quarter of 2025 and can go back up to 3%. It earned $3,407,661 in 2025 and $1,357,750 in the first half of 2026.
- Audit and numbers: the FY2025 statements were audited by Perkins & Company (opinion dated March 19, 2026); Perkins resigned on July 1, 2026 after joining CliftonLarsonAllen and the June 30, 2026 statements are unaudited and unreviewed.
- Who can buy: the circular says the fund currently accepts only accredited investors, with case-by-case waivers; the minimum is $50,000, also waivable. No commissioned sales agents are used.
CSV · 221 rows
Iron Bridge Mortgage Fund: balance sheet, class returns, redemptions, bank line, loan book and offering terms from SEC filings, 2024-2026
221 rows: equity and net income by class, withdrawals, redemption rules and history, the Columbia Bank line, loan aging, state concentration, fees and offering terms, each with its SEC accession number.
What this fund is, and what changed on September 25, 2026
Most pages about Iron Bridge are the fund's own site or filing aggregators; we found no independent review. The record on EDGAR is rich, because the fund files semiannual and annual reports and a full offering circular. Our other pages touch it only in passing: our Regulation A offerings list has one row for the 2025 filing, and the First Eagle debt fund page notes that its N-CEN lists Iron Bridge among the firms it bought loans from.
The 2026 re-qualification is not a new program. It is the fourth post-qualification amendment to the offering statement filed on July 22, 2025 and qualified on August 4, 2025, and its main effect is the new operating agreement.
| Date | Event | Source |
|---|---|---|
| February 23, 2018 | Offering of Senior Secured Demand Notes qualified (the fund's earlier funding) | EDGAR QUALIF 9999999994-18-000037 |
| February 1, 2021 | Second Amended Operating Agreement created Classes A to D; former members became Class B and Junior Noteholders could convert into Class C | Form 1-A POS, September 23, 2026 |
| September 21, 2022 | Class D offering qualified; the Senior Note offering was terminated to meet REIT requirements | EDGAR QUALIF 9999999994-22-000365; Form 1-A POS |
| January 1, 2023 | Senior Notes repaid in cash or through Class D units | Form 1-A POS, September 23, 2026 |
| March 18, 2025 | Class A, B and C offering qualified | EDGAR QUALIF 9999999994-25-000046 |
| August 4, 2025 | Offering qualified for up to $56,000,000 | EDGAR QUALIF 9999999994-25-000148; Form 253G2, August 5, 2025 |
| July 1, 2026 | Auditor Perkins & Company resigned after joining CliftonLarsonAllen | Form 1-U, July 7, 2026 |
| July 23, 2026 | Members approved the Fourth Amended Operating Agreement | Form 1-SA, September 28, 2026 |
| September 25, 2026 | Offering qualified for up to $52,000,000; Fourth Amended Operating Agreement effective | EDGAR QUALIF 9999999994-26-000183; Form 253G2, September 25, 2026 |
Three terms changed with the Fourth Amended Operating Agreement, according to the Form 1-SA: the rule that Class A plus Class B must be at least 20% of total assets became a rule that Class A must be at least 5%; a monthly rebalancing mechanism between classes B, C and D was added, based on a “Target Class Allocation” agreed in writing with the Manager; and the Company's right to make capital calls to cover indemnification was removed. The circular says the fund “does not intend to use commissioned sales agents or underwriters”.
The four classes: who is paid first, and who keeps the upside
Class D is the safest seat and pays the least; Class B pays the most and sits behind three layers. Class A is the residual.
| Class | Who can hold it | Priority return (non-guaranteed) | Equity at June 30, 2026 | Share of total assets | Units outstanding, July 31, 2026 |
|---|---|---|---|---|---|
| Class D | Investors | 5% a year, paid first | $10,750,207 | 7.8% | 15,270,643 |
| Class C | Investors | 6% a year, paid second | $31,888,263 | 23.1% | 27,357,063 |
| Class B | Investors | 9% a year, paid third | $24,298,070 | 17.6% | 24,711,744 |
| Class A | Employees of the Manager and their tax-advantaged accounts | None; 90% of profit after the preferred returns | $9,897,239 | 7.2% | 10,316,999 |
The circular states the order in plain terms: Class D holders are paid first “until each such Person has received the accrued but unpaid Class D Preferred Return”, then Class C, then Class B, and thereafter “90% to the holders of Class A Units” and “10% to the holders of Class B Units, Class C Units, and Class D Units”. The fund also tells readers, in its own conflicts section, that “The structure of the Class A Units may provide an incentive to the Manager to seek out higher risk opportunities to earn returns greater than the Preferred Return.”
What that means in dollars is in the equity statements. We divided each class's net income by the average of its opening and closing equity (our arithmetic; reinvested distributions sit in the balances):
| Class | 2024 | 2025 | First half of 2026, annualized |
|---|---|---|---|
| Class D (5% priority) | 5.0% | 5.1% | 5.3% |
| Class C (6% priority) | 6.1% | 6.4% | 6.8% |
| Class B (9% priority) | 9.7% | 9.9% | 9.8% |
| Class A (residual) | 17.0% | 39.5% | 49.4% |
Investor classes earned close to their stated rates in all three periods. Class A earned several times that, and its share grows as profit rises, because the investor classes are capped at their priority return plus a slice of the 10%. In the first half of 2026 Class A's $2,159,060 was 45.8% of net income, and its withdrawals in the same statement were $2,159,060, equal to its net income. Class A is also real capital at risk: $9,897,239, 12.9% of equity, and it is the first class to absorb a loss (our arithmetic).
The Manager's owner, who is also the fund's chief executive, holds 9,913,116 of the Class A units (96.1% of the class) and 1,701,034 Class B units, according to the circular's table at July 31, 2026. Add the servicing fee and the picture of who shares the profit is clear: servicing fees of $1,357,750 plus Class A net income of $2,159,060 is $3,516,810, or 57.9% of the $6,075,337 of profit before the fee (our arithmetic). That is a design choice disclosed in the circular, not a hidden fact, and it is the main thing an investor in B, C or D is buying alongside.
Redemptions: what the documents allow, and what the record shows
The circular puts the rules in one place. A member may ask to redeem all or part of its units in writing; a member holding fewer than 50,000 units must redeem everything. The fund “will use its best efforts to honor redemption requests in 60 days” according to the 1-SA, subject to cash flow and other limits.
| Rule | What the documents say |
|---|---|
| Price | The lesser of NAV per unit at the end of the previous month, calculated by the Manager and posted on the fund's website, or the current offering price. NAV per unit was $1.00 at May 31, 2026 |
| Cap | No more than 5% of aggregate NAV a quarter on a net basis, about 20% of NAV in any 12 months |
| Large requests | A request above $1,000,000 can be paid in monthly steps of $1,000,000 at the Manager's election |
| Suspension | The Company may suspend or limit the program, with 10 days' notice. It may also pause processing if unfulfilled requests cover more than 30% of outstanding units |
| Floor on Class A | Redemptions of Class A are blocked if Class A falls under 5% of total assets (before September 25, 2026: Class A plus Class B under 20%). At May 31, 2026 Class A was 6.9% of total assets |
| Manager's right | The Manager can redeem any member's units at any time, which the fund says it keeps “primarily for the purpose of managing its cost of capital” |
| Accrued income | A redeeming member also receives accrued but unpaid distributions at the preferred return, plus any profit participation through the prior month-end |
The record is clean. The circular says redemption requests for 63,847,314 units were made from January 1, 2021 through May 31, 2026, “all of which requests have been fulfilled”, and that the program has not been suspended since the Class D offering was qualified. The August 2025 circular gave 52,818,445 units through March 31, 2025, so about 11.0 million units were requested in the next 14 months (our arithmetic).
Whether the next test is passed depends on the funding structure, so we ran one in our arithmetic. The 5% cap is $3.85 million a quarter on June 30 equity (NAV and GAAP equity are not the same measure, so this is an approximation). Cash withdrawals in the first half of 2026 were $5,284,770, or $2.6 million a quarter, but that line includes any distributions paid in cash, so it is an upper bound on redemptions. If a full 20% year ($15.4 million) were paid entirely by drawing the line, with no new money, drawn debt would reach about $75.3 million against the $80 million limit and the debt-to-equity ratio would move from 0.78 to about 1.22 against a covenant maximum of 1.25 (our arithmetic; the covenant's exact definition of tangible net worth is not in the 1-SA). Inflows count as well: contributions were $6.5 million in cash in the first half, and the cap is measured net.
| Cash flows from members (Form 1-K and 1-SA) | Contributions | Withdrawals | Net |
|---|---|---|---|
| 2024 | $7,087,172 | $23,043,532 | -$15,956,360 (our arithmetic) |
| 2025 | $15,135,244 | $17,618,383 | -$2,483,139 (our arithmetic) |
| First half of 2025 | $8,941,120 | $9,061,219 | -$120,099 (our arithmetic) |
| First half of 2026 | $6,528,599 | $5,284,770 | +$1,243,829 (our arithmetic) |
Net outflows were large in 2024, close to zero in 2025 and slightly positive in the first half of 2026. The rules also leave room for a different outcome. The circular's own warning is that the fund “may not have sufficient funds available at such time to pay the redemption request or may suspend such redemption program.” For the wider category see our redemption suspension tracker and the liquidity guide.
The bank line: what sits ahead of every class
The Columbia Bank line is $80 million, secured by all assets, due July 5, 2028 after the June 1, 2026 amendment, at the greater of 4.00% or SOFR plus 2.80%, subject to a temporary ceiling. About $20.1 million was available at June 30, 2026, average utilization in the first half was 75.5% against a stated target of 50% to 80%, and the 1-SA reports compliance with all covenants.
Putting the stack at June 30, 2026 balance-sheet values side by side, with total assets of $138.3 million (our arithmetic), the share of assets that would have to be lost before a class's capital is reached is:
| Class | Claims ahead of it | Total assets would need to fall by |
|---|---|---|
| Class D | $59.9 million bank line | 56.7% |
| Class C | $70.7 million (line plus Class D) | 48.9% |
| Class B | $102.6 million (line plus D and C) | 25.8% |
| Class A | $126.9 million (line plus D, C and B) | 8.3% |
The fund's own version uses its estimate of the “as-is” value of the collateral, $179.2 million at December 31, 2025, rather than book value: cumulative loan-to-value was 34% for the bank line, 40% through Class D, 56% through Class C, 69% through Class B and 73% through Class A. It also reports that its estimated after-repair loan-to-value was 65% on active loans at December 31, 2025 and that paid-off loans in 2025 sold at 64% of the loan amount. Those values come from the Manager's estimates, not appraisals, and the circular says collateral values are “generally evaluated only at inception of the loan”.
The loan book: California, 12-month loans and a rising 31 to 90 day bucket
| Loan book | December 31, 2025 | June 30, 2026 |
|---|---|---|
| Secured loans outstanding | 269 | 271 |
| Borrowers | 161 | 177 |
| Principal outstanding | $131,700,026 | $135,854,687 |
| California share | 70.49% | 74.84% |
| Oregon share | 10.13% | 11.45% |
| All other states | 19.38% | 13.71% |
| States / counties | 12 / not stated | 14 / 69 |
| 31 to 90 days past due | $382,470 | $1,366,417 |
| 91 days or more past due | $848,928 | $596,636 |
| Loans in foreclosure | 4 loans, $1,231,397 | 2 loans, $1,963,053 |
| Allowance for loan losses | $2,011,674 | $2,182,209 (1.59% of principal) |
| Real estate held for sale | $1,745,102 | $2,543,749 (three California properties) |
The loans are first-lien, all terms are 6 to 12 months, and 95.2% of principal is single-family (1 to 4 units): $129,361,110 of $135,854,687 (our arithmetic). Concentration is by geography more than by borrower: the largest loan is $2,350,000 (1.73%), and the FY2025 circular reports the top borrower at 9.9% of principal and the top three at 16.5%.
Two readings matter. The first is that the fund counts a loan as non-performing when it is 30 days late and starts foreclosure then, a policy it says generates “more Non-Performing Loans that are ultimately cured”. So a foreclosure number understates how many borrowers are late: loans 30 days or more late were $1,963,053 (1.45% of principal) at June 30, 2026, against $1,231,397 (0.94%) at December 31, 2025 (our arithmetic). The 31 to 90 day bucket grew 3.6 times in six months while the 91-day-plus bucket fell. The second is geography: the fund says it lends “primarily in non-judicial states”, and California, where nearly three of every four dollars sit, is one of them; a drop in California house prices is the exposure that matters, and it is also where all three foreclosed properties on the books are.
Earnings have kept up. First-half net income was $4,717,587 against $2,983,495 a year earlier (+58.1%), net interest margin 9.694% against 8.780%, and the fund says newly originated loans average 8% to 12% interest. The fund also sells loans through a taxable subsidiary: in the first half of 2026 it originated 41 loans ($21,019,692) and sold 38 ($20,734,387). Our First Eagle page lists Iron Bridge as a source of loans for that fund; the 2025 proceeds of $9,637,300 from loan sales in the 1-K are consistent with the figure on that page, which we have not tied to a specific buyer filing here.
Fees and who pays the lender's costs
The Manager is paid one fee, a loan servicing fee. The circular says it is currently 2% a year of principal, after the Manager waived the 3% in the operating agreement in the third quarter of 2025 “to increase the amount of profit distributions to investors”. The Fourth Amended Operating Agreement writes “up to” 3% back into the contract. The Manager's pay was $3,880,375 in 2024, $3,407,661 in 2025 and $1,357,750 in the first half of 2026 against $1,906,017 a year earlier. The Manager bears its own personnel and office costs; the fund pays offering costs, legal and audit fees. Borrowers pay discount points of 0% to 3% to the fund. There are no commissions to sales agents, so a Class B investor does not pay a load at purchase, though the 90% residual to Class A and the servicing fee are the economic cost of the structure.
Is this a REIT, and what that means for a holder
The fund elected REIT status from taxable year 2022 and holds a taxable REIT subsidiary, Iron Bridge Mortgage Fund 2 LLC, which recorded $56,165 of income tax in the first half of 2026. The circular says investors receive Form 1099-DIV and gives its own list of benefits, including a 20% Section 199A deduction for taxable investors and no unrelated business taxable income for tax-advantaged investors. We have not verified those tax statements against the Code, and a REIT's dividends have their own rules (see our 1099-DIV timing page). The circular also limits any one holder to 9.8% of units and requires each investor to sign a power of attorney allowing “Deemed Distributions” if the fund needs them to meet REIT rules.
What to check before deciding
The circular lists its own risks. Selected ones: the Manager “established the initial offering price of our Units on an arbitrary basis”, the units are subordinated to the bank line, the Manager controls transfers (consent is “in the Manager's sole and absolute discretion”), and members have limited voting rights; removing the Manager for cause takes 75% of units.
Three open questions follow from the documents: who will audit the 2026 statements (Perkins resigned on July 1, 2026 and the July 7, 2026 Form 1-U says the fund “is currently evaluating potential replacement firms”); whether the 31 to 90 day bucket keeps growing; and how the fund behaves if redemption requests approach the 5% quarterly cap. The next dated evidence is the quarterly report for the quarter ending September 30, 2026, which the fund files as an exhibit to a Form 1-U (the one for March 31, 2026 was filed on May 21, 2026).
What a reader can do with this
- Compare the class to the risk, not to a headline rate. The 9% is the fourth claim in line and the 5% is the first after the bank. The table above shows how far assets would have to fall before each class's capital is touched.
- Ask for the live NAV and the redemption queue. The circular says NAV is posted monthly on the fund's website; ask in writing whether any request has been pro-rated or deferred, because a deferral would show up in the next 1-U.
- Ask who the auditor is for 2026, and when the replacement was engaged.
- Read the Fourth Amended Operating Agreement (Exhibit 2.2 to the 1-SA), especially the Target Class Allocation and the fee waiver language.
- If you hold a lender-style fund elsewhere, the same questions apply: see our guides to real estate bonds, real estate debt investments and fix-and-flip loans, and the red-flag checklist.
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FAQ
Frequently Asked Questions
Sources: SEC EDGAR filings of Iron Bridge Mortgage Fund, LLC (CIK 1462371): Form 1-SA for the six months ended June 30, 2026 (0001477932-26-005833, September 28, 2026); Form 1-A POS Amendment No. 4 (0001477932-26-005757, September 23, 2026) and the final offering circular on Form 253G2 (0001477932-26-005802, September 25, 2026); Form 1-K for FY2025 (0001477932-26-002413, April 20, 2026); Form 253G2 of August 5, 2025 (0001477932-25-005456); Form 1-U of July 7, 2026 (0001477932-26-004217); and the EDGAR filing index. This is analysis of public documents, not investment, legal or tax advice. Compiled by CrowdfundedWealth on October 22, 2026.
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