Pacaso Stock Review 2026: $72.3M Raised From Retail, $27.8M Spent Advertising It, $290.7M of Preferences Ahead of You

The one-sentence version

Pacaso is a real company with audited accounts, a clean audit opinion and an improving first half of 2026, but the retail stock it sold is the last claim in line: no vote, no market, $290.7 million of preferences ahead of it, and a price that the company later gave to accredited buyers 14% cheaper.

What "Pacaso stock" actually is

Pacaso has two things you can buy, and they get confused in search results. The first is a co-ownership share of a specific home: a membership interest in a property LLC, usually one-eighth. The second is stock in Pacaso Inc., the company that sells and manages those homes. This page is about the second.

The stock sold to the public is Class D common stock. The offering circular is direct about what that means: each share of Class A common stock has 10 votes, and Class B and Class D are “non-voting and not entitled to vote on any Company matter.” The 2025 annual report counts 1,598,791,096 votes that can be cast in any company vote; co-founder Austin Allison held 73.4% of them and co-founder Spencer Rascoff 18.4% at December 31, 2025. Class D holders hold none.

The offering ran under Tier 2 of Regulation A, which is why Pacaso files a Form 1-K every year and a Form 1-SA every half-year, with audited annual accounts. That is more disclosure than most private companies give. The 2025 accounts were audited by Deloitte & Touche, whose report contains no going-concern paragraph, and management writes that cash on hand and operations “will be sufficient to meet short-term working capital and capital expenditure requirements for at least the next 12 months.”

The offering, price by price

The retail offering closed in September 2025 having issued 24,958,207 Class D shares for gross proceeds of about $72.3 million. In 2025 alone the company recorded $60,359,000 of Regulation A cash net of $4,336,000 of offering costs. A buyer at the final price paid $3.0015 a share including the processing fee (our arithmetic: $2.90 × 1.035).

Then the door closed for retail and opened for others. From July to November 2025 Pacaso sold 629,165 Class D shares at $2.50 to accredited investors, and in February 2026 it issued 694,000 Class D shares to SAFE holders at a $2.50 conversion price. Pacaso's own accounting measured those SAFE shares “at their fair value of $2.90 per share”, so the company's position is that $2.90 is still the value. Its stock-option note points the same way: 8,572,841 options with a $0.28 average exercise price carry an aggregate intrinsic value of $22,501,000, which implies about $2.90 per common share at June 30, 2026 (our arithmetic: $22,501,000 ÷ 8,572,841 + $0.28).

So the same security was sold at $2.90 plus 3.5% to the public and at $2.50, with no fee disclosed, to accredited buyers and SAFE holders weeks later. That is 13.8% below the last public price (our arithmetic). It is legal, it is disclosed, and it is the most useful single fact for anyone who bought at the top.

$27.8 million of advertising to raise $72.3 million

Reg A lets a company advertise its stock to the public, and Pacaso did. Its income statement carries a separate line, “Offering advertising”, which the notes define as “advertising spend in support of our Regulation A offering”:

On top of that came the 3.5% broker fee to DealMaker Securities and the other offering costs, so the cost of raising the money was higher than the advertising line alone. Buyers also paid the processing fee themselves: $0.09 a share at launch, an effective $2.59, and 3.5% at the $2.90 price. The advertising also explains much of the jump in the 2025 loss: $63.5 million in 2025 against $31.4 million in 2024. It stopped once the offering closed, and the first-half 2026 loss fell to $12.5 million from $22.3 million.

For comparison, FISYN's land fund spent 68% of its first-half expenses on advertising while selling units (our FISYN review), and Fundrise's parent sells its own stock to Fundrise users under the same Regulation A rules (the Fundrise iPO page reads those filings). In Pacaso's case, the advertising line shows that a large part of the shareholder base was bought with paid media.

$290.7 million ranks ahead of Class D

This is the number that matters most for a Class D holder. Pacaso has three series of preferred stock, issued in private rounds at weighted average prices of $0.35, $4.04 and $4.49 a share. In any liquidation, sale or merger, the preferred holders are paid “prior and in preference to any distribution of any of the assets of the Company to the holders of common stock.”

Three things follow from the filing.

The preference is several times the company's book equity. Total stockholders' equity was $60.4 million at June 30, 2026. The preferred is entitled to the greater of its preference or its share as if converted to common, so in a sale the preferred holders can be paid up to $290.7 million before common stock receives anything, unless converting pays them more.

Series B and C carry preferences of about $5.31 and $5.33 a share (our arithmetic: $99,768,000 ÷ 18,779,540 and $167,482,000 ÷ 31,448,013), roughly 1.8 times the $2.90 Class D price. If each preferred share converts into one common share (the filing gives the formula, issue price divided by conversion price, but not the current ratio), those holders would only prefer conversion at a sale price above those levels. Below it, they take their preference first and common holders share what is left.

The preference keeps growing, and the filing does not say why in so many words. It rose $14.0 million in 2024, $14.0 million in 2025 and $7.0 million in the first half of 2026 (our arithmetic), from $255.7 million in the offering circular retail buyers were given to $290.7 million now. Those increases are close to 6% a year of each series' original issue price. The notes, however, describe the 6% preferred dividend as payable only when declared, “without cumulative preferences”, and say no dividends were declared in 2024 or 2025. We could not reconcile the growing balance-sheet preference with that wording from the filings alone. It is the right question to put to Pacaso's investor relations before assuming the number stays still.

None of this means Class D is worthless. It means a Class D share only does well in a sale or IPO at a value comfortably above the preference stack, and that whoever controls the vote, which is not Class D, decides when and whether that happens.

Is the business getting better?

Yes, on the filed numbers, from a low base.

The September 30, 2026 press release attached to Form 1-U reports an adjusted EBITDA loss of $(7.0) million for the half-year, a company measure that excludes, among other things, share-based pay and the Reg A advertising. On a cash basis, the cash-flow table shows $12,465,000 used in operations in the first half of 2026; the narrative text of the same filing says $13.1 million. The two disagree, and we use the table.

Two operating details deserve more attention than they get. Resales now outnumber new sales: 131 owner-to-owner resales against 91 new units in 2025, and 70 against 64 in the first half of 2026. Pacaso earns a 6% resale fee on those, so it is revenue, but it also means more existing owners are selling than new eighths are being sold. And the balance sheet is smaller than the revenue suggests: $128.9 million of total assets, $36.6 million of cash plus $16.2 million restricted, and $41.9 million of debt at June 30, 2026.

The 15% notes next to the stock

Alongside the public stock, Pacaso has borrowed from accredited investors through private note offerings, Pacaso Growth LLC to Pacaso Growth IV LLC:

Three quarters of the notes that came due in 2026 were rolled over rather than paid (our arithmetic: $8.3 million of $11.1 million), at a 15% rate. Debt ranks ahead of all equity, preferred included. For a Class D holder the point is simple: the notes are paid before any equity, and the company has been willing to pay 15% a year to keep that money.

Lawsuits

The 2025 Form 1-K lists the pending cases. The newest is Stefan and Nancy Richter v. Pacaso, Inc., filed April 22, 2026 in federal court in Colorado by owners of a Pacaso home, seeking damages for securities fraud under Colorado state law, fraudulent inducement and concealment, civil theft and breach of contract over their purchase of an interest in a home. It concerns a home share, not Class D stock. Pacaso is also in an appeal against the Town of Sullivan's Island, South Carolina, which ruled a Pacaso home a prohibited vacation rental; the 1-K says the Court of Appeals “recently ruled in our favor” and the town has asked for a rehearing. Separately, a Pacaso entity is suing a real estate agent over a $695,000 earnest money deposit forfeited on an Aspen purchase. The accounts also mention “preliminary challenges by certain local cities and municipalities surrounding the legality of the Company's business model,” which management does not expect to be material.

What we could not verify

• Any trading price. The offering circular says “there is no market for our securities” and that “it is unlikely, that an active trading market will develop.” Prices you see quoted on third-party pre-IPO sites are not from Pacaso's filings and we have not used them.
• An IPO date. We found no IPO timetable in either the 2025 Form 1-K or the June 2026 Form 1-SA. Employees are in the same position as you: 39,660,618 unvested RSUs vest only on a liquidity event, and the filing notes that “The awards remain subject to the liquidity event vesting condition.”
• Why the preferred preference grows while the dividend is described as non-cumulative (see above).
• The exact conversion ratio of each preferred series.

What a Class D holder can do with this

1. Find your own cost. Your price was $2.50, $2.70, $2.80 or $2.90 depending on when you bought, plus the processing fee (about 3.5%). The company's latest fair value is $2.90. Anyone who bought at $2.90 plus the fee is about 3.5% under that on paper, before any discount for illiquidity.
2. Do not plan on selling. There is no market, and the offering circular warns one is unlikely. Treat the money as locked until a sale or IPO that you do not control.
3. Read two lines in every new 1-SA and 1-K: the total liquidation preference in note 9 and the cash balance. The next annual report for 2026 is due by April 30, 2027.
4. Ask investor relations one question in writing: why the preferred liquidation preference rose by $14.0 million in 2025 if no dividends were declared. The answer tells you how fast the stack ahead of you grows.
5. If anyone offers you Class D shares privately, remember that the company's own most recent Class D sales were at $2.50 to accredited buyers, not at $2.90.

For the general version of this checklist, see our red flags in platform filings and how platforms fail.

Pros and cons for a Class D holder

FAQ

Verdict

Pacaso the business is doing better in 2026 than in 2025, and it reports more than most private companies. Pacaso the retail stock is a non-voting, unlisted common share sold with a heavy advertising budget, sitting behind $290.7 million of preferences that keep growing, and later sold to accredited buyers and SAFE holders at $2.50. Anyone holding it should value it as a long-dated, illiquid option on a sale or IPO above the preference stack, and anyone looking at it now should start from the $2.50 the company itself accepted, not from the $2.90 on the old offering page.

Sources: Pacaso Inc. (CIK 1858206) Form 1-K for 2025, accession 0001493152-26-020603, filed April 30, 2026 (audited accounts, offering advertising, preferred terms, voting table, legal proceedings, 2024 and 2025 units); Form 1-SA for the six months ended June 30, 2026, accession 0001493152-26-044650, filed September 28, 2026 (balance sheet, results, cash flow, Reg A and Reg D offerings, note 9 preferences, note 10 RSUs and options); Form 1-U of September 30, 2026 and its Exhibit 99.1 press release, accession 0001493152-26-045042; Form 253G2 offering circular of October 1, 2024, accession 0001493152-24-038963 (launch price, $0.09 fee, December 31, 2023 preferences); Form 253G2 offering circular supplement of May 30, 2025, accession 0001641172-25-012933 (price, fee, minimum, broker, no market); EDGAR submissions list for CIK 1858206, pulled October 5, 2026. All figures read from the filings; calculations marked “our arithmetic”. This is analysis of public documents, not investment, legal or tax advice.