Moody National REIT II Review 2026: A Liquidation Plan, 'Approximately $0 per Share' and a Form 15
Quick Answer
Moody National REIT II (SEC CIK 1615222), a non-traded hotel REIT sponsored by Moody National and sold to investors at $25.00 a share, scores 0.8 out of 5. Its stockholders approved a plan of liquidation on September 30, 2025: 6,969,638 shares voted for, and the plan needed a majority of all 13,640,429 shares outstanding, so it passed by about 149,000 shares (our calculation). The same quarter's 10-Q, on the liquidation basis of accounting, showed net liabilities of $14.1 million and said the result "would result in the payment of estimated liquidating distributions of approximately $0 per share." In December 2025 it sold four hotels for $79.2 million in total (our sum). On March 6, 2026 it transferred its last three hotels to Moody EC Development, which the filing says is "affiliated with the Company's sponsor and adviser," for $18.85 million, almost all of it the buyer assuming about $18.05 million of debt; the rest was credited to what the company owed Moody National Capital, and the company said that balance would still be "more than $20,000,000." On March 30, 2026 it filed a Form 15, ending its SEC reporting, with holders of record listed as "None." We found no liquidating distribution in any SEC filing. Compiled by CrowdfundedWealth from the company's filings on September 12, 2026.
Key Takeaways
- Offering price $25.00 a share; estimated NAV $19.45 at the end of 2022 and $17.25 at the end of 2023; no NAV at the end of 2024; 'approximately $0 per share' in liquidation at September 30, 2025.
- The plan passed with 6,969,638 votes for, out of 13,640,429 shares outstanding: 51.1%, about 149,000 shares over the majority it needed.
- The proxy gave no estimate of what shareholders would receive: 'we currently cannot estimate our net proceeds from liquidation'.
- The payment order in the proxy puts the mortgage lenders and then the sponsor's own loans, with accrued interest, ahead of any liquidating distribution to shareholders.
- December 2025: Seattle ($51.0M), Great Valley ($10.4M), Woodlands ($8.4M) and Austin ($9.4M) hotels sold. March 2026: the last three hotels went to a sponsor affiliate for $18.85M, essentially the debt.
- Form 15 filed March 30, 2026: no 10-K for 2025 was ever filed, and the company no longer reports to the SEC.
- Before the plan, the only outside offers were four Comrit mini-tenders at $9.09 to $11.57 a share in 2023-2024.
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Moody National REIT II: from the $25.00 offering to the liquidation, the vote, the hotel sales and the Form 15
Offering price and values, the liquidation-basis balance sheet, the plan vote, the hotel sales and the affiliate transfer, advisor fees, Comrit offers and the Form 15, one accession per row.
Offered at $25.00; the company's own liquidation estimate at September 30, 2025 was approximately $0 per share, and we found no liquidating distribution in any SEC filing
Distributions and repurchases suspended in 2020 and never restored; the only exits were Comrit mini-tenders at $9.09-$11.57
Sponsor-affiliated loans repaid ahead of shareholders; the last three hotels transferred to a sponsor affiliate for the debt; a fourth hotel under contract to a sponsor affiliate
Asset management fees of $4.8M a year in 2023 and 2024, property management fees of $3.2-3.4M, and disposition fees of $1.0M in the first half of 2025
Full SEC reporting through the Q3 2025 10-Q, including a candid $0 estimate; then no 10-K for 2025 and a Form 15 in March 2026
None. We earn nothing from Moody National
From $25.00 to "approximately $0"
| Date | Value per share | What the filing calls it |
|---|---|---|
| 2015 offering | $25.00 | Public offering price |
| December 31, 2022 | $19.45 | Estimated NAV per share |
| December 31, 2023 | $17.25 | Estimated NAV per share |
| December 31, 2024 | none | Board chose not to 'incur the significant expense' of a NAV |
| September 30, 2025 | approximately $0 | Estimated liquidating distributions, liquidation basis |
The last row is the one the company wrote itself, in its first report after the vote: "would result in the payment of estimated liquidating distributions of approximately $0 per share of common stock." On the liquidation basis, the balance sheet no longer shows net assets. It shows net liabilities in liquidation of $14.1 million: $162.5 million of assets against $176.6 million of liabilities, including $120.2 million of hotel and SBA loans and $28.0 million owed to the sponsor's lending affiliate, plus $12.6 million of accrued interest on those sponsor loans.
The vote that decided it, and what shareholders were told
The board approved the plan on April 15, 2025. The proxy explained why in one line: "The operating income from our remaining hotel properties no longer covers debt service payments on the loans secured by our properties." It said "We have not received any offers for the purchase of our company or our assets." And it did not say what shareholders would get: "we currently cannot estimate our net proceeds from liquidation."
The approval threshold was high: "The affirmative vote of a majority of all of the shares of common stock entitled to vote on the Plan of Liquidation Proposal is required." With 13,640,429 shares outstanding, the plan needed 6,820,215 votes. It got 6,969,638, against 396,274, with 219,149 abstaining: a margin of about 149,000 shares (our calculation).
Then the order in which money comes out. The proxy is explicit that the sponsor's loans are repaid first: the company "will repay the outstanding principal balance of the Moody Loans, including all accrued and unpaid interest thereon, in full out of the proceeds of the liquidation of our assets prior to the payment of any liquidating distributions to our stockholders." In February 2025 Brett Moody had described those loans as "a series of advances to meet specific cash flow needs totaling $50,000,000."
What was sold, and to whom
| Hotel | When | Price | Buyer |
|---|---|---|---|
| Springhill Suites Seattle | December 2025 | $51.0M | unaffiliated buyer, per the 8-K |
| Hampton Inn Great Valley (Frazer, PA) | December 2025 | $10.4M | unaffiliated buyer, per the 8-K |
| Homewood Suites Woodlands (Spring, TX) | December 2025 | $8.4M | unaffiliated buyer, per the 8-K |
| Homewood Suites Austin | December 2025 | $9.4M | unaffiliated buyer, per the 8-K |
| Hampton Inn Austin, Hampton Inn Houston, Hyatt Place North Charleston | March 6, 2026 | $18.85M together | Moody EC Development, a sponsor affiliate |
| Residence Inn Houston Medical Center | under contract since April 2025 | $33.0M | an affiliate of the sponsor; no closing filing found |
| Hyatt Place Germantown | under contract in 2025 | not closed in any filing | no closing filing found |
The March transfer is the one to read slowly. The 8-K says "The Purchase Price included the assumption by the Buyer of aggregate outstanding debt secured by the Hotels of approximately $18.05 million." What was left over did not go to the company: it "will be credited to the balance owed by the Company under a series of loans made to the Company by Moody National Capital, LLC." And after that credit, "The remaining balance on the Related Party Notes owed by the Company to Moody Capital will be more than $20,000,000." We found no fairness opinion or independent appraisal for this transfer in the 8-K or its exhibit.
Fees along the way
| Fee | Amount | Paid to |
|---|---|---|
| Asset management fee | $4.8M in each of 2023 and 2024 | The advisor (Moody affiliate) |
| Property management fees | $3.4M (2023) and $3.2M (2024) | The property manager (Moody affiliate) |
| Disposition fees | $1.0M in the first half of 2025 | The advisor |
| Disposition fee cap | 'in no event greater than 3% of the contract sales price' | Per the proxy |
None of these fees is unusual for a sponsored non-traded REIT. What is unusual is the combination: the company paid them while telling shareholders it could not estimate their recovery, and the recovery it then estimated was approximately nothing.
The Form 15, and what it does and does not tell you
On March 30, 2026 the company filed a Form 15 to terminate its SEC registration. It lists the approximate number of holders of record as "None." No 10-K for 2025 was ever filed, so there is no audited record of the December sales proceeds, the March transfer or any distribution. A Form 15 ends the reporting. It does not, by itself, tell you whether your shares were cancelled, whether articles of dissolution were filed in Maryland, or whether anything was paid.
What a shareholder can check now
- Your account statements and tax forms for 2025 and 2026. A liquidating distribution, if one was paid, would appear there. We found none in SEC filings; that is an absence in the SEC record, not proof that nothing was paid.
- The company's transfer agent or investor-services line (in the proxy), for whether your shares are still on the register and whether a final distribution was made.
- Maryland's business-entity records (SDAT), for whether articles of dissolution were filed and when. The proxy promised "a public announcement of the anticipated filing date of the Articles of Dissolution in advance of the filing"; we did not find one on EDGAR.
- The tax year of your loss. The proxy tied the recognition of a loss to the final liquidating distribution; ask a tax adviser how that applies if none arrives.
If you are trying to reconstruct what happened between the September 2025 10-Q and the Form 15, that is filing-by-filing work of the kind a Forensic Filing Read does in writing.
The offers shareholders were told to refuse
| Offer | Bidder | Price per share |
|---|---|---|
| June 2023 | Comrit Investments 1 | $10.86 |
| September 2023 | Comrit Investments 1 | $11.57 |
| January 2024 | Comrit Investments 1 | $10.89 |
| April 2024 | Comrit Investments 1 | $9.09 |
The board recommended rejecting each of them, measured against NAVs of $19.45 and then $17.25. Measured against the approximately $0 the company estimated eighteen months later, every one of those offers was worth more than the liquidation. That is hindsight, and it is also the most useful sentence on this page for anyone holding a non-traded REIT that is being told to wait: a board's estimated value is not a price anyone has agreed to pay.
Pros
- Candid numbers at the end — the Q3 2025 10-Q stated the approximately $0 estimate and the net liabilities plainly
- Four hotels sold to outside buyers in December 2025 for $79.2 million in total
Cons
- Approximately $0 per share on the company's own liquidation estimate, against a $25.00 offering price
- Sponsor loans and interest paid ahead of shareholders, by design of the plan
- The last three hotels transferred to a sponsor affiliate for essentially the debt, with more than $20 million still owed to the sponsor's lender
- No 10-K for 2025 and a Form 15 in March 2026: no audited record of the end
- Distributions and repurchases stopped in 2020 and never came back
- The plan passed by about 149,000 shares on a vote that needed a majority of all shares outstanding
FAQ
Frequently Asked Questions
Verdict
Moody National REIT II earns 0.8 out of 5, and the number is generous only because the company did, at the end, write down in plain words what shareholders were likely to get: approximately nothing. Everything else in the record runs one way. The sponsor's loans came first by design, the sponsor's affiliates were paid fees throughout, the last hotels went to a sponsor affiliate for the debt, and then the company stopped reporting. For anyone else holding a non-traded REIT whose board is recommending patience, the lesson is in the offers table: the bids that were refused as too low turned out to be worth more than the plan.
Sources
SEC EDGAR, Moody National REIT II, Inc., CIK 1615222:
- Definitive proxy (DEFM14A) filed July 3, 2025, accession 0001999371-25-008718: plan of liquidation, vote requirement, reasons, payment order, fee terms, the Residence Inn Houston Medical Center contract
- Form 8-K filed October 2, 2025, accession 0001999371-25-014538: vote results
- Form 10-Q for the quarter ended September 30, 2025, accession 0001999371-25-017888: liquidation basis of accounting and the per-share estimate
- Forms 8-K on the December 2025 sales: 0001999371-25-020539 and 0001999371-26-000126
- Form 8-K filed March 13, 2026, accession 0001999371-26-005810: transfer of three hotels to Moody EC Development
- Form 15-12G filed March 30, 2026, accession 0001999371-26-007167
- Forms 10-K for 2022 (0001387131-23-004110), 2023 (0001999371-24-004693) and 2024 (0001999371-25-003519); Form 10-Q for June 30, 2025 (0001999371-25-011263)
- Form 8-K of February 5, 2025, exhibit 99.1, accession 0001839882-25-007429
- Schedules TO-T by Comrit Investments 1, LP: 0001104659-23-070220, 0001104659-23-103809, 0001104659-24-002153, 0001104659-24-051123
- Form 8-K of July 7, 2015, accession 0001387131-15-002054: offering price
Retrieved September 12, 2026.
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