RAD Diversified Review (2026): What Its SEC Filings Show Behind the $24.08 Share Price

What RAD Diversified was, in its own filings

RAD Diversified REIT, Inc. was incorporated in Maryland in 2017 and run from Tampa by Brandon “Dutch” Mendenhall (chief executive) and Amy Vaughn (director and, until April 2020, chief financial officer). It bought mostly single-family houses, many in Philadelphia and the Tampa Bay area, aiming to buy below market at foreclosure, bank-owned and tax-deed sales, then renovated, rented or resold them. It was sold online to non-accredited investors under Regulation A Tier 2, with a $5,000 minimum purchase in the 2019 circular (waivable) and, later, the option to pay by credit card.

The REIT was one entity in a group. Its 2021 annual report lists related-party dealings with RAD Management, LLC (the manager), DHI Fund, DHI Holdings and DDH Fund (older funds run by the same people that sold properties to the REIT), RAD Diversified OZ Fund, and The Seminar Solution LLC, a seminar and coaching business that, in the filing's words, “collects investment dollars from investors on behalf of the Company.” That last company is now the relief defendant in the SEC's case.

Two things set RAD apart from the Reg A REITs we usually cover, such as the ones in our Reg A real estate offerings tracker: the share price was not set by an outside valuation firm, and the annual reports stopped while the money kept coming in.

The share price: thirteen steps up, all set by the manager

The March 2023 offering circular lists every quarterly price change since launch. Each one is the manager's NAV divided by shares outstanding:

The price never fell. In the same circular the company says the valuation relied on “online research tools and resources including MLS or AI resources including, but not limited to: Realtor.com; Zillow; Redfin” and on evaluations by the manager and third-party evaluators. The SEC's complaint alleges that in practice Mendenhall's brother, the REIT's vice president of real estate operations, set the property values, and that no outside appraiser or accountant took part. That is an allegation the court has not decided.

From $10.00 to $24.08 is a gain of exactly 140.8% (our arithmetic). The SEC complaint says RAD's mailers told investors “Since inception, [RADD has] had a return of 140.80%.” The advertised return and the manager's price change are the same number. The complaint also says the price later reached $25.04 and was not updated after July 2023; that figure does not appear in any filing RAD made with the SEC.

The number the auditors saw

RAD's audited and semi-annual statements were prepared on ordinary accounting rules, which carry property at cost less depreciation. The NAV used for the price added the manager's estimate of what the houses were worth. Side by side:

The gap is the unrealized gain. The 2021 annual report says the company “has to its credit approximately $15,742,000 in unrealized gains”. The NAV balance sheet in the 2023 circular shows $29,339,192.51 of unrealized gains inside a $66,709,889.50 NAV at September 30, 2022, so 44.0% of the NAV was the manager's estimate of appreciation (our arithmetic). That same NAV balance sheet carried $201,786.72 of “metaverse assets”, $900,000 of timber and $134,050 of livestock, and $25,011,189.01 of hard money loans. The complaint alleges that the December 31, 2022 balance sheet behind the $24.08 price listed $41.4 million of mortgage debt when RAD's own finance records showed $66 million.

Meanwhile the income statement was going the other way:

The auditor, Kho & Patel, signed clean opinions for 2019 to 2021, and its 2021 report carries no going-concern paragraph, only the standard wording about the auditor's duty to consider one. It flagged the manager's fee calculation as a critical audit matter because it rested on “significant estimates involved in management's net asset value analysis.” In January 2023 RAD replaced Kho & Patel with Reliant CPA, PC for the 2022 audit. No 2022 audit was ever filed.

Who was paid when the price went up

The management agreement paid RAD Management three ways: an asset management fee of 2.00% a year of NAV, a property management fee of 4% of gross rents, and a “financial management fee, of 20.00% of the increase in net asset value excluding investment activity”. Because the manager also produced the NAV, it was paid on its own estimate of how much the houses had appreciated, before any house was sold.

In 2021 the manager's fees were 7.2 times the REIT's operating revenue (our arithmetic). The SEC alleges that for the quarter ended December 2022 alone, the founders used a purported NAV increase to charge about $2.9 million in performance fees.

Money also flowed out as loans to the founders' other companies. On December 20, 2021 the REIT lent, at 0.95% interest, $1,882,577.99 to The Seminar Solution, $3,802,508.72 to DDH Fund, $1,130,018.33 to DHI Fund, $724,155.48 to DHI Holdings and $255,132.86 to RAD Management itself, with room to lend more under each note. At the same time it was borrowing through hard money loans that the same report says “carry interest ranging from 4.75%-20%.”

The “distributions” were buybacks

RAD talked about distributions, and holders remember receiving money. What the filings show is different from a REIT paying a dividend out of rent.

• On April 15, 2020 RAD filed a 1-U saying the board had “declared a guaranteed quarterly distribution of 1.25% of its total capitalization” for the rest of 2020, and that if profits fell short “any shortfall will be declared a return of shareholder capital.”
• The audited cash-flow statements for 2020 and 2021 contain no dividends-paid line. The cash that went back to holders is shown as “Buyback of common stock”: $368,637 in 2020 and $808,202 in 2021, while operations used $434,508 and $4,442,240. So whatever holders received in those years was not paid out of operating cash flow (our reading of the cash-flow statements).
• In 2022 the board twice offered to “repurchase” a slice of each holder's shares, 8% in February and 5% in December, and the 253G2 supplements announcing them call each one an “optional distribution”.

A buyback at the manager's price of $19.26 or $24.08 hands the seller cash and reduces their share count. It is not income, and with operating cash flow negative the cash had to come from new investors, borrowing or property sales.

Redemptions: a rescission offer, then a freeze

The first sign of trouble on file is from 2021. RAD had not filed the required offering supplements when it raised its price on February 1, May 1 and August 1, 2020, so, in the words of its December 2021 rescission circular, sales made from February 1 to September 30, 2020 “may not have been exempt from the registration or qualification requirements under federal and state securities laws”. It offered to buy back about 484,513 shares for up to about $5,414,736. The offer closed on January 22, 2022 and, per the 2021 annual report, 0 shares were repurchased: at a buyback price averaging $11.18 against a quoted price above $19, nobody took it.

The share redemption program allowed requests every six months after a six-month hold, at 96% of the price for shares held one to two years, rising to 100% after five years, within caps of 5% to 10% of shares a year. On February 1, 2024 the board froze it. Two further 1-U reports extended the freeze, the last on July 1, 2024 saying the board “perceives that the real estate market remains relatively stagnant” and would reconsider by January 1, 2025. Nothing has been filed since. The SEC alleges at least $3 million of redemption requests were outstanding when the freeze began, and that before it RAD gave preference to large investors and to those who complained. If you have shares in other frozen vehicles, our redemption suspension tracker lists them.

The filings that stopped while the money kept coming

Regulation A Tier 2 issuers must file an audited Form 1-K within 120 days of year end. RAD's EDGAR record, read in full on October 6, 2026, contains no Form 1-K for 2022, 2023, 2024 or 2025, no Form 1-SA after June 2022 and no Form 1-Z exit report. The 2023 offering circular that would have restarted public sales was a preliminary document; the SEC declared it abandoned after it sat unqualified for more than nine months. The SEC's complaint says the REIT also sold stock through private placement memorandums, and the two Form Ds above are the public trace of that. The May 2024 Form D shows the REIT raising new money from accredited investors four months after it had stopped paying redemptions to existing ones.

This is the pattern our eight red flags in platform filings checklist is built to catch, and it is the same thing we found, earlier in its life, at FISYN Fund II: a missing 1-K is the loudest signal a Reg A issuer can send.

What the SEC, Florida and federal prosecutors allege

Everything in this section is an allegation or a charge. None has been proven, and the defendants are presumed innocent.

• Florida Attorney General, July 8, 2025. Subpoenas to the REIT, its subsidiaries, Mendenhall and Vaughn under Florida's Deceptive and Unfair Trade Practices Act. The Attorney General said: “This appears to be a Ponzi scheme”. The company's bankruptcy filing says pre-petition management “strenuously disagrees with this characterization.”
• SEC v. RAD Diversified REIT, Inc., et al., No. 8:26-cv-02186 (M.D. Fla., filed July 29, 2026). Fraud and registration charges against the REIT, Mendenhall and Vaughn, with The Seminar Solution as relief defendant. The SEC alleges at least $152 million raised from more than 5,500 retail investors from November 2019 to March 2024: about $104 million in REIT stock, about $23 million in “HML Notes” sold to Inner Circle members with promised 20% returns, and about $16.5 million in joint-venture deals. It alleges about $54 million of investor money went to The Seminar Solution, that Mendenhall misappropriated about $2.3 million and Vaughn about $2.5 million, and that sales materials claimed “zero investors have ever lost money on their investment.” It alleges at least 166 foreclosure actions totalling about $47 million before the bankruptcy.
• United States v. Mendenhall, No. 8:26-cr-192 (M.D. Fla.). One count of mail fraud, tied to his personal mortgage application. The court calendar shows a status hearing on October 13, 2026 and a tentative November 2026 trial calendar.
• Benefit-plan indictment, unsealed September 10, 2026. Mendenhall and Vaughn are charged with 10 counts of theft or embezzlement from employee benefit plans and five counts in connection with health care, for allegedly keeping 401(k) and health-insurance money withheld from employees' pay from 2024.

The FBI runs a voluntary questionnaire for RAD investors, linked from the U.S. Attorney's case page, with questions directed to RADDiversifiedVictim@fbi.gov.

Where the money is now: the Chapter 11 case

RAD Diversified REIT, RAD Diversified OZ Fund, DHI Fund, DHI Holdings and DDH Fund filed Chapter 11 in Tampa on March 1, 2026 (Case No. 8:26-bk-01636-CPM, jointly administered). The case management summary filed the next day, signed for the debtors by their counsel and based on the chief restructuring officer's review, gives the clearest picture of what is left:

That is about $15,463 of cash (our arithmetic) in a group whose REIT alone reported $73.8 million of gross Reg A proceeds by March 2023. The U.S. Trustee appointed an Official Committee of Unsecured Creditors on March 27, 2026, and the court approved Maria M. Yip as examiner on April 8, 2026; the committee's counsel records reviewing her initial report on June 8 and a second report in August. Properties are being sold through court-approved sale motions and auctions. The SEC complaint says the filing placed “over 300 properties” under court supervision.

For a shareholder, the order of payment matters. Mortgage lenders are paid from their own properties first. Holders of HML Notes are, on their face, lenders and may rank ahead of stockholders. Common stockholders rank last unless the plan, the trusts' lawsuits or the SEC case produce a separate fund for them.

What a holder can do with this

1. Find the claims and notice agent's case page. Epiq Corporate Restructuring runs it (its docket is at dm.epiq11.com/case/radd/dockets). Check whether a deadline to file a proof of claim or proof of interest applies to you and whether it has passed; that is the step most likely to affect your recovery, and only the court's orders can tell you.
2. Keep your paper. Subscription agreements, every “Shareholder's Periodic Statement”, emails about redemption requests, HML Note and JV contracts, and records of any payments you received. The examiner's tracing and any future claims process will rely on them.
3. Do not value the position at $24.08 or $25.04. Those prices were the manager's NAV. The last audited equity figure, for 2021, was $10.46 a share, and everything since has been losses, foreclosures and a bankruptcy.
4. Answer the FBI questionnaire if you invested, using the link on the U.S. Attorney's page for case 8:26-cr-192.
5. Talk to a lawyer before signing anything that releases claims, and be wary of anyone asking for money to recover money. A tax professional can tell you when a loss becomes deductible; for that question, see our notes on how PeerStreet investors handled their losses.

We will update this page when the examiner's findings, a plan or a distribution to investors is filed. To get that update by email:

What we could not verify

• RAD's results for 2022 to 2025. No audited statements were filed. The $31 million and $22 million losses come from the SEC's description of internal records, not from a filing.
• The $25.04 price and anything RAD told investors after July 2024, which were never filed with the SEC.
• How many properties the REIT owns today. Our count of Exhibit A to the March 2, 2026 summary finds about 194 rows listed under RAD Diversified REIT, Inc. and about 329 across all five debtors, but the exhibit itself warns it may include properties already foreclosed or sold.
• The bankruptcy claims deadline and the examiner's reports themselves, which we have not read in full; we cite only what the committee's fee application and the case summary say about them.

FAQ

Sources, read October 6, 2026: RAD Diversified REIT, Inc.'s SEC filings under CIK 1721469, namely the offering circular of October 2019 (accession 0001721469-19-000024), the Forms 1-K for 2019 (0001721469-20-000006), 2020 (0001104659-21-070365) and 2021 (0001104659-22-070864), the Forms 1-SA for June 2021 (0001104659-21-120299) and June 2022 (0001104659-22-101839), the rescission circular of December 20, 2021 (0001104659-21-152238), the 253G2 price supplements of 2021 and 2022, the preliminary offering circular of March 24, 2023 (0001104659-23-036724), the Forms 1-U of April 2020, May 2022, January 2023, February, April and July 2024, and the Forms D of 2023 and 2024; the full EDGAR submissions index for CIKs 1721469, 1975076 and 1971373; the SEC orders of February 2, 2024 and October 11, 2024 declaring offering statements abandoned; SEC Litigation Release No. 26596 and the complaint in SEC v. RAD Diversified REIT, Inc., No. 8:26-cv-02186 (M.D. Fla.); the consolidated case management summary (Doc. 10) and the committee counsel's first interim fee application (Doc. 1080) in In re RAD Diversified REIT, Inc., No. 8:26-bk-01636 (Bankr. M.D. Fla.); the U.S. Attorney's case page for United States v. Mendenhall, No. 8:26-cr-192; the IRS Criminal Investigation release of September 10, 2026; and the Florida Attorney General's release of July 8, 2025. Equity per share, percentages, ratios and cash totals are our arithmetic. Allegations in the SEC complaint and the indictments are allegations, not findings. This is analysis of public documents, not investment, legal or tax advice.