MacKenzie Realty Capital (MKZR) Review 2026: Preferred Buyback Suspended, DRIP Paused

What MacKenzie Realty Capital is, and what the search premise gets wrong

People search for it as a non-traded company that converted from a BDC to a REIT. Part of that is right and part is stale. The company was incorporated in Maryland on January 27, 2012, began operations on February 28, 2013, and until 2020 was a business development company that bought stakes in non-traded REITs and real estate partnerships, often at a discount to their value. Shareholders voted at the October 23, 2020 meeting, with 6,193,686 shares, 90.84% of those present, in favor; the company filed Form N-54C on December 31, 2020 to withdraw its BDC election, saying it “will focus on real asset investments instead of securities investments”. Its common stock became eligible on OTC Markets in April 2024 and began trading on Nasdaq on November 11, 2024. So the common is now listed. What is still unlisted is the preferred stock:

Source: Form 10-K filed September 28, 2026 (holders and shares); offering circular filed November 21, 2025 (terms). The offering circular says the company does “not intend to list our preferred shares for trading on a stock exchange or other trading market”. Series C ranks below Series A and B.

The company is small and its holders are few: 881 holders of record of common and 495 of preferred, with common shares held through brokers counted under one nominee. Roughly $25 million of preferred has been raised in total (Series A $19.90 million, Series B $3.72 million, Series C $1.37 million), against $119.10 million raised from common stock in three offerings that closed in October 2016, October 2019 and October 2020.

The money trail of a $10 common share

NAV, 2014 to 2022. As a BDC the company reported NAV per share at each June 30. After it left BDC status it published an estimated NAV only at year-end, and for December 31, 2023 it did not publish one: “Due to the Company’s pursuit of a Listing, we will not issue an updated net asset value as of December 31, 2023.”

Sources: Form 10-K for fiscal 2018 (2014-2015), fiscal 2020 (2016-2020), fiscal 2021, fiscal 2023, 8-K of March 12, 2024, 8-K of March 3, 2025 and 10-K for fiscal 2026, accessions in the CSV. The last price of $10.25 for new shares was in the offering that closed October 2020, which is $102.50 a share on the post-split basis the company now uses. Measured against that, the $2.44 June 2026 conversion price is 98% lower (our arithmetic). Nasdaq's own quote today is not in any filing; look it up before you rely on these filing prices. Nasdaq sent a $1.00 minimum bid price notice on July 7, 2025 (Listing Rule 5550(a)(2)), and the reverse split followed. At December 31, 2025 the market value of common held by non-affiliates was $7,209,672.

Dividends. The common paid every year until 2025:

Sources: 10-Ks for fiscal 2018, 2020, 2021, 2022, 2023, 2024, 2025 and 2026 (accessions in the CSV). Figures through fiscal 2024 are pre-split; the fiscal 2025 figure is as printed in the fiscal 2026 10-K.

What $10,000 invested at the IPO price became (our arithmetic, every input from the tables above):

Replace $2.44 with the Nasdaq quote on the day you read this. The calculation ignores taxes, any return-of-capital treatment on your 1099, and holders who reinvested dividends through the DRIP: the DRIP issued shares at $9.23 to $9.25 in 2021-2022 and $7.38 after February 2023, so reinvesting holders own more shares than this table assumes, bought at higher prices than today's. Someone who bought at $10.25 in 2019-2020 collected far fewer dividends than the table shows.

The preferred buyback that paid in common stock

The preferred shares are not stock you can sell. The only way out is the company's repurchase program, and under the offering circular every repurchase is “at the sole discretion of the Company’s Board”. The Series A terms step the price with time held:

Source: offering circular filed November 21, 2025 (accession 0001582328-25-000015).

In fiscal 2026 the program ran at full speed, and every share it bought was paid for in stock. The 10-K says: “These repurchases were settled through issuance of shares of the Company’s common stock.”

Source: Form 10-K for fiscal 2026, Note 13 and Item 5. Series A volume in January-March was 5.4 times that of September 2025 (our arithmetic). The company issued 702,080 shares of common stock to Series A and B holders for these exchanges, and the conversion prices it reports are $3.51 to $5.47 for Series A and $3.27 to $4.59 for Series B.

What that means for a preferred holder: a Series A share with a $25 stated value was bought back for about $24.78, but the payment was common stock issued at $3.51 to $5.47 a share, and a holder who wanted cash had to sell that stock on Nasdaq. The offering circular lets a Series A or C holder ask for stock, and lets the board choose stock for Series B because the common is listed; the 10-K does not say who chose in each case, only that every fiscal 2026 repurchase was stock-settled. The company's own explanation of the September 30 suspension is that this pressure was hurting the common: “MRC’s issuance of common stock in exchange for preferred shares has resulted in additional selling pressure on MRC’s common stock”, which “the Board believes would make the negotiation of any potential strategic transaction more difficult.” Common shares outstanding went from 1,578,192.98 at June 30, 2025 to 2,512,270 at June 30, 2026 and 2,774,688 on September 28, 2026, 76% more in fifteen months (our arithmetic).

September 30 and October 2, 2026: what the filings say

• September 30, 2026 (8-K, press release with the fiscal 2026 results): the board “has temporarily suspended the Preferred Share Repurchase Program while it explores strategic transactions such as reverse takeovers.” The advisor is Maxim Group LLC, which is also the company's sales agent for its $20 million at-the-market stock program and whose affiliate received 13,300 shares (post-split basis, about 1% of the company) in a 2024 private placement tied to its advisory letter agreement. The company adds that there is no assurance it will enter into any strategic transaction.
• October 2, 2026 (8-K, Item 8.01 and four letters): the company mailed a notice to Series A, B and C holders of the “temporary suspension of the Dividend Reinvestment Program”. The letter explains: “In light of the suspension of the share repurchase program, MRC needs to update the Offering Circular, so the pending October Dividend will be paid in all cash on each of the Series A, B, and C preferred shares, including to holders who had elected DRIP participation for this cycle.” It says the DRIP will resume for enrolled holders “on the next regular dividend cycle after the SEC qualifies the amended Offering Circular”. The same 8-K says the board approved the regular preferred dividends for the quarter ending December 31, 2026.
• The October 15 letters (filed in the same 8-K) give the amounts: Series A $0.375 a share for holders accepted by July 1 (record date September 30, 2026), and $0.125 a month for October, November and December 2026, to be paid in January 2027; Series B 12% on $25, of which 3% is cash; Series C 9%, or $2.25 a share a year.

What these notices do not say: when the SEC would qualify the amended circular, whether queued repurchase requests are kept, whether the death-and-disability repurchase is also halted (the notices speak of the whole program), or what a transaction would involve.

Is the preferred dividend covered? Operations used $3.31 million of cash in fiscal 2026, and FFO was negative $3.30 million. The company paid $0.94 million of cash dividends to Series A, $0.06 million to Series B and $0.05 million to Series C holders, $1.05 million in all (our arithmetic), in a year when financing brought in $12.14 million, including $22.80 million of new mortgage borrowings and $0.41 million from its affiliate's line of credit. At September 28, 2026 share counts, the yearly cash dividends on all three series come to about $1.36 million (our arithmetic: Series A $1.13 million, Series B's cash 3% $0.09 million, Series C $0.14 million), plus Series B's 9% accrual. The 10-K's own list of what it will fund from: cash on hand, property operations, “borrowings under the line of credit with PRES, secured promissory notes and other borrowings”, mortgage refinancings, property sales, and new preferred and ATM sales.

Leverage, cash and what is due

Source: Form 10-K for fiscal 2026, balance sheet, Notes 8 and 10, MD&A and Note 19. The Satellite Place breach: “If the lender elects to exercise its remedies as a result of the covenant violation, the Company intends to use amounts available under its revolving line of credit with Patterson Real Estate Services LP”.

Going-concern language. We searched the fiscal 2024, 2025 and 2026 10-Ks for “going concern” and “substantial doubt” and found neither. What the 10-K does say is that Nasdaq's continued listing standards are a risk and that the company “has suspended the payment of dividends on its common stock while experiencing negative cash flow”. Its fiscal 2026 results moved the right way (net loss $14.13 million against $23.97 million, which included $9.5 million of impairments) but revenue fell 9% to $20.01 million, largely because fiscal 2025 had about $3.0 million of lease-termination income, and occupancy averaged 65% across the commercial properties and 90% across the apartments. It has agreed to sell one office building, Woodland Corporate Center Two, in September 2026, subject to closing conditions.

Structure matters for the preferred. The preferred shares sit at the parent. Below them are mortgages on every property and, in the structure, the Operating Partnership’s own preferred units, whose liquidation preference is $26.58 million (Series A units) and $1.08 million (Series B units). At September 28, 2026 share counts, the parent's three preferred series carry at least $23.5 million of stated value (our arithmetic, without Series B's accrued 9%). In January 2026 the company put its five apartment properties into a new subsidiary, MacKenzie Apartment Communities, Inc. (MAC), and the MAC board set a NAV of $18.10 per MAC share on March 31, 2025 appraisals; the company states that it “solely applies to MAC common stock and does not reflect the net asset value of the Parent Company’s common stock”.

Fees and related-party money

The manager, the advisers, the property manager of the Wiseman office partnerships and 220 Campus Lane, the administrator and the lender on the $10 million line are all MacKenzie affiliates. In fiscal 2026:

Source: Form 10-K for fiscal 2026, Note 8 and Note 10. The fee base changed on January 1, 2026. Before, the asset management fee was 3% of the first $20 million, 2% of the next $80 million and 1.50% of invested capital above $100 million, with a 2.50% acquisition fee and a 15% incentive fee above a 6% cumulative return. Now it is 1.25% of gross assets (excluding depreciation; $257.30 million at June 30, 2026) plus 5% of AFFO, on a rolling five-year term with “a substantial early termination fee” if the company ends it without cause. On the old schedule and the December 31, 2025 invested capital of $191.4 million the annual fee would be about $3.57 million; on the new base it is about $3.22 million, 10% less (our arithmetic). The company points out that “unlike many other non-traded REITs and smaller publicly traded REITs, the Company will not pay any Acquisition Fees, Debt Financing Fees, or Disposition Fees”. Note one thing the table shows: for the full year AFFO was negative $3.47 million, yet a bonus fee was earned for one quarter.

The Manager's mini-tender offers for other REITs

The question that sends many readers here is a different MacKenzie: MacKenzie Capital Management, LP, MRC's Manager, makes unsolicited mini-tender offers (small bids that avoid most SEC tender-offer rules) for shares of non-traded REITs; the three we found in 2026 were all priced below the REIT's own value. MRC says it does the same with its own money: its 10-K says it intends “to continue our historical activities related to tender offers for shares of non-traded REITs to boost our short-term cash flow and to support our distributions”, capped at 20% of the portfolio. At June 30, 2026 those securities were $2.55 million, 1% of total assets (our arithmetic), $2.25 million of it Starwood REIT Class S.

Sources: the three targets' 8-Ks (accessions 0001193125-26-012803, 0001661458-26-000016, 0001561032-26-000043); MRC's 8-Ks of May 15 and July 29, 2026 and 10-K. The profit on CNL and the gain on NHP came from buying at a discount and waiting for a deal or a listing; a holder who sold took the discount. Our census of every 2026 offer of this kind, priced against each REIT's own value, is in Non-Traded REIT Tender Offers in 2026; the targets have their own pages: Highlands REIT and National Healthcare Properties.

What a holder can do with this

This is analysis of public documents, not investment, legal or tax advice. The right step depends on what you hold.

1. If you hold the common (MKZR): you can sell on Nasdaq today, which preferred holders cannot. The float is small (non-affiliates held $7.2 million at December 31, 2025), so consider limit orders and check the day's volume before placing a large one. The proxy lists 86,855 common shares owned by the Adviser, and the 10-K describes an unresolved disagreement with a warrant holder over dividends on unfunded warrants. The annual meeting is November 16, 2026, for four directors and the auditor; record date was September 29.
2. If you hold Series A, B or C preferred: you are paid the dividend, but the exit is shut. Read the October 2 letter and the offering circular for your series; note that the death-and-disability repurchase and any request you already queued are not addressed in the notices, so ask the company directly (the 8-K lists (925) 631-9100). If a repurchase reopens, remember what fiscal 2026 showed: the payment was common stock, and what you receive depends on the price when it is issued.
3. If you sold or exchanged preferred shares for common in 2025-2026: your basis, holding period and any gain or loss on the exchange are tax questions. The offering circular has a section on redemptions of preferred stock that can be treated as a dividend or a sale; Series B's 9% accrual has its own treatment. See our guide to real estate losses and taxes and talk to a tax professional.
4. If you were offered $4.55, $0.04 or $7.27 for shares you own in another REIT: read the target's reply and our tender census; our listing-discount study shows what the wait can be worth.
5. Watch the dates: the Series A, B and C letters of October 15, 2026; the 10-Q for the quarter to September 30, due in November; the annual meeting on November 16; the Satellite Place lender's decision; and the Aurora loan on January 1, 2027.

If you hold a large position, or advise clients who do, the useful work is reading the October filings against the 10-K line by line; we do that as a Forensic Filing Read, every figure tied to its note, in 72 hours.

Is MacKenzie Realty Capital worth holding? Our bottom line

The company does not hide the problems: the stock-settled repurchases, the selling pressure, the suspension, the covenant breach and the common dividend suspension are all in its filings, and the 10-K reports no material legal proceedings. What the filings show is a small company with $235 million of assets, $148 million of debt, a market value of non-affiliate common of about $7 million and a preferred base whose exit was paid in common stock, the practice the company itself links to selling pressure on that stock. The common holder has liquidity and a low price; the preferred holder has a dividend and no exit. The next facts arrive in November (the quarterly report and the annual meeting) and whenever the company says what its “strategic alternatives” are.

Sources, read on October 6, 2026: MacKenzie Realty Capital, Inc., SEC CIK 1550913. Form 10-K for the fiscal year ended June 30, 2026, filed September 28, 2026 (accession 0001140361-26-037858), and the 10-Ks for fiscal 2025 (0001140361-25-036540), 2024 (0001140361-24-042226), 2023 (0001140361-23-045708), 2022 (0001140361-22-034979), 2021 (0001140361-21-032741), 2020 (0001550913-20-000034), 2018 (0001550913-18-000076) and 2014 (0000922907-14-000406); Form N-54C of December 31, 2020 (0001550913-20-000045); 8-K of September 30, 2026 with the fiscal 2026 results release (0001550913-26-000031); 8-K of October 2, 2026 with the Series A, B, C and DRIP letters (0001550913-26-000034); proxy statement filed October 2, 2026 (0001550913-26-000036); Offering Circular filed November 21, 2025 (0001582328-25-000015); 8-Ks of March 12, 2024 (0001550913-24-000004), November 8, 2024 (0001550913-24-000032), March 3, 2025 (0001550913-25-000046), July 9, 2025 (0001550913-25-000103), August 1, 2025 (0001550913-25-000107), December 30, 2025 (0001550913-25-000170), January 9, 2026 (0001550913-26-000002), May 15, 2026 (0001550913-26-000017) and July 29, 2026 (0001550913-26-000027); and the replies of CNL Healthcare Properties (0001193125-26-012803), Highlands REIT (0001661458-26-000016) and National Healthcare Properties (0001561032-26-000043) to MacKenzie Capital Management's offers. Sums, per-share totals, ratios and percentages are our arithmetic. We are not paid by MacKenzie. The advisor match above is a paid referral, disclosed in the box. This is analysis of public documents, not investment, legal or tax advice.