Summit Healthcare REIT Review 2026: $8.00 a Share, No Redemption Plan Since 2010, and a NAV the Company Calculates Itself

The correction that has to come first: it has not gone dark

The obvious hypothesis about a fifteen-year-old non-traded REIT with no redemption plan, no distributions and no listing is that it stopped reporting. That is not what happened, and it matters.

There is no Form 15 anywhere in this registrant's filing history. It filed a Form 10-K on March 27, 2026 and a Form 10-Q on August 12, 2026, both on time.

It also could not go dark if it wanted to. It registered under Section 12(g) in April 2007, and Rule 12g-4 (17 CFR 240.12g-4) permits termination only where the class is held of record by "fewer than 300 persons" or "fewer than 500 persons, where the total assets of the issuer have not exceeded $10 million on the last day of each of the issuer's most recent three fiscal years." Summit has 4,107 stockholders of record and $67.4 million of total assets. It fails both tests by a wide margin.

So the story here is not disappearance. It is the more common and less discussed one: a company that must keep reporting, reports on time, and reports that there is no way out.

The valuation, and who performs it

This is the core of the review.

The FY2025 10-K sets the estimated per-share value at $2.28, up from $2.19 the year before. Then it explains the methodology in terms that are unusually candid:

"We generally update the estimated value per share at the end of each fiscal year, but we are not required to do so. We expect that any future estimates of the value of our properties will be performed by the Company; however, our board of directors may direct us to engage one or more independent, third-party valuation firms in connection with such estimates. Our board of directors reviewed the report prepared by management..."

And:

"Our estimated per-share value does not reflect 'enterprise value'... Our estimated per-share value also does not reflect a liquidity discount for the fact that the shares are not currently traded on a national securities exchange."

Two things follow.

First, the number on a shareholder's brokerage statement is produced by the company whose performance it measures, reviewed by a three-person board of whom two are independent. That is disclosed, and disclosure is the right thing to do. It is also a departure from where the rest of this category has landed. FINRA Rule 2231(c)(1)(B), which governs what a broker-dealer may print on a customer account statement, permits an "Appraised Value" that is "based on valuations of the assets and liabilities of the DPP or REIT performed at least annually, by, or with the material assistance or confirmation of, a third-party valuation expert or service" and "derived from a methodology that conforms to standard industry practice." Compare Inland Real Estate Income Trust, which engaged SitusAMC and published a full valuation range.

This is not a new posture for this company. The 8-K that first disclosed a value below $8.00, back in February 2012, said in terms: "We did not engage a third-party real estate valuation firm" (accession 0001144204-12-009789).

Second, the number is 2.2 times GAAP book equity. At June 30, 2026, total stockholders' equity was approximately $23,671,000 across 23,027,978 shares — about $1.03 per share — against a stated estimated value of $2.28.

A gap between the two is normal and expected for a REIT: GAAP carries real estate at depreciated historical cost, and after twenty years of depreciation book value understates a healthy portfolio. We are not claiming $1.03 is the "true" number. The point is narrower and fair: when the appraisal is performed in-house, carries no liquidity discount, and lands at more than double the audited book figure, the reader is entitled to know all three facts at once. Only one of them appears on a statement.

Fifteen years, one distribution, no door

The redemption program was suspended effective December 31, 2010, six weeks after the offering closed. It has never reopened, and the company does not describe it as suspended any more — the FY2025 10-K says flatly that it "does not currently have any repurchase or redemption plan or program in place."

That is a meaningful distinction from every other REIT in our coverage. Inland Real Estate Income Trust has a plan that fills 2% of requests. Starwood SREIT has one restricted to death, disability and small accounts. National Healthcare Properties has one that has been suspended since 2020. Summit has no plan at all. There is nothing to be pro-rated out of.

The only bids on record are three mini-tenders, all from MacKenzie, all recommended against by the board:

The first row is the one to sit with. In March 2011 a professional buyer of illiquid securities offered $1.00 per share. The most recent annual report at that moment still carried a $8.00 deemed value for ERISA purposes. The company's own first published estimate, eleven months later, came in at $2.25 and was revised to $2.09 six weeks after that.

The buyer was not right about the ultimate value — the estimate is $2.28 today, more than double his bid. But he was right, in March 2011, that the $8.00 on the statement was not a number anyone could transact at. That gap between the statement value and the transactable value is the single most important fact about this asset class, and it is exactly what FINRA Regulatory Notice 15-02 was written to address. From FINRA's own text:

"The general industry practice is to use the offering price (or 'par value') of DPP and REIT securities as the per share estimated value during the offering period, which can continue as long as seven and one-half years. The offering price, typically $10 per share, often remains constant on customer account statements during this period even though various costs and fees have reduced investors' principal and underlying assets may have decreased in value."

That rule change took effect April 11, 2016. Summit's offering had closed five and a half years earlier.

What an original investor got

Any drawdown figure here has to account for a 10% stock distribution declared in July 2008, so we set out the method rather than asserting a single number.

These are our calculations from the company's own per-share distribution schedule and estimated values, not figures the company publishes. We show the method so you can check it. And all of them use the $2.28 the company computed for itself, which is the most favourable input available — a market clearing price, if one existed, would be lower.

Losing a buyout fight twice, in a footnote

In 2015 and 2016 Summit issued 8-Ks with press releases when it formed a joint venture with Best Years, LLC. In 2026 it lost a lawsuit about that same venture twice, and issued nothing.

Best Years sued in the Delaware Court of Chancery on October 31, 2025 seeking specific performance of a buyout. The court ruled for Best Years in April 2026. The Delaware Supreme Court affirmed in July 2026. Both outcomes appear only in the litigation footnotes of the Q1 and Q2 2026 Forms 10-Q (accessions 0001104659-26-060168 and 0001104659-26-094768).

The cost shows up in the numbers: general and administrative expense rose $894,000 in the first half of 2026 versus the first half of 2025, which the MD&A attributes "primarily due to an increase in legal fees associated with the Best Years litigation," and the net loss widened from $146,000 to $1,382,000.

Summit filed zero Forms 8-K in all of calendar 2026 — only the three periodic reports. It also filed no proxy statement in 2026, having amended its bylaws in February 2025 to remove the fixed annual-meeting month (8-K, accession 0001104659-25-015532).

None of that is necessarily a violation. Form 8-K has enumerated triggering items, and adverse litigation outcomes are frequently reported in periodic filings instead. It is still a choice, and it is the opposite of the choice the same company made when the news was good.

A second matter is live: a $664,637 fee award in the HCRE litigation was affirmed on August 22, 2025 and is under appeal to the Third Circuit. The company has accrued $0 against it.

What a shareholder in a stuck non-traded REIT can actually do

This is the part that generalizes, so we have sourced it to rule text rather than to commentary. Nothing here is legal advice; it is a map of what the rules say.

1. Understand which clock is running, because the fastest one is not the one you think. FINRA Rule 12206(a) is unambiguous: "No claim shall be eligible for submission to arbitration under the Code where six years have elapsed from the occurrence or event giving rise to the claim." The six years run from the event, typically the sale — not from the day you discovered the loss, and not from the day the redemption plan closed. For a REIT sold in 2008, that window shut in 2014. Rule 12206(b) preserves the right to go to court, and state statutes of limitation are separate, but the arbitration forum most retail investors are steered toward has the shortest fuse and it starts at purchase.

2. You have inspection rights, and there are two tiers. Most non-traded REITs are Maryland corporations. Under Maryland Corporations & Associations § 2-512, any stockholder may, on written request, inspect and copy the bylaws, the minutes of stockholder proceedings, the annual statements of affairs, and any voting trust agreements, with a seven-day turnaround. No ownership threshold at all.

Under § 2-513, holders who together hold at least 5% of a class and have held it for at least six months may additionally inspect the books of account and stock ledger, and demand a verified statement of affairs and a stockholder list, which the corporation must make available within 20 days. The stockholder list is the practical prize: it is how dispersed holders find each other.

⚠️ One trap most summaries omit. A 2020 amendment added § 2-513(a), which provides that the section "does not apply... to holders of any shares of any class or series of stock, other than common stock," that was classified or created by charter documents accepted for record on or after October 1, 2020, unless the charter opts in. If you hold something other than common stock issued after that date, check the charter first.

3. The annual meeting is mandatory, but skipping it does not undo anything. § 2-501(a): "Each corporation shall hold an annual meeting of its stockholders to elect directors and transact any other business within its powers." But § 2-501(e): "The failure to hold an annual meeting does not invalidate the corporation's existence or affect any otherwise valid corporate act." The obligation is real; the remedy for breach is not automatic.

4. Know what "going dark" would actually cost you, and how it happens. Deregistration requires a Form 15. Under Rule 12g-4 the reporting duty is suspended immediately on filing, and 12(g) registration itself terminates 90 days later. Under Rule 12h-3 — the one that applies to most non-traded REITs, whose duty arises under Section 15(d) rather than 12(g) — suspension is immediate on filing, but 12h-3(c) blocks relief for any fiscal year in which a registration statement becomes effective or must be updated under Section 10(a)(3). Since non-traded REITs run continuous offerings updated annually, in practice a REIT can only go dark after it terminates its offering and falls below the holder threshold.

The thresholds are the point. The JOBS Act raised the entry threshold for registration to 2,000 holders (fewer than 500 of them non-accredited), and raised the exit threshold to 1,200 only for banks, bank holding companies and savings and loan holding companies. SEC Release No. 33-10075, footnote 120, is explicit: "For other issuers, the threshold in Section 12(g)(4) for termination of registration and in Section 15(d)(1) for suspension of reporting remains at 300 holders of record." A REIT sold to thousands of retail investors through a transfer agent has thousands of genuine record holders — under Compliance and Disclosure Interpretation 152.01, street-name positions count as held of record by the broker-dealer, and each depository account is a separate record holder. It cannot easily get under 300.

And if it did, the secondary market dies with the filings: Rule 15c2-11 makes it unlawful for a broker or dealer to publish a quotation unless the specified issuer information is "current and publicly available."

One more thing worth knowing, because it is counterintuitive: a plain going-dark — attrition below 300 holders with no affiliate transaction — does not trigger Rule 13e-3 or a Schedule 13E-3 at all. Rule 13e-3 applies to a purchase, tender offer or proxy solicitation by the issuer or an affiliate. Nobody has to file a going-private disclosure document if the company simply shrinks below the threshold.

5. Calibrate your expectations against the category, not against the pitch. Two independent bodies of work bear on this. Blue Vault's Nontraded REIT Full-Cycle Performance Study, 7th Edition (December 2022) found that of 84 non-traded REITs reaching a full-cycle event between April 1997 and August 2022, 41 showed capital losses against 43 with gains, the median capital loss was 28.14%, and only 10 of 84 (11.9%) outperformed both the FTSE All REITs index and the S&P 500. And Henderson, Mallett and McCann, An Empirical Analysis of Non-Traded REITs (published in The Journal of Wealth Management, Summer 2016), found returns to 81 non-traded REITs averaging 6.3% annually against 11.6% for traded REITs over the same period, an aggregate shortfall of over $45 billion, with 69 of the 81 underperforming.

The authors add a caveat that applies directly to everything above: their shortfall is a lower bound, because "the limited secondary market data available for non-traded REITs uniformly shows the non-traded REITs per share values significantly exceed the prices at which investors can actually sell their shares."

What is genuinely fine here

The balance sheet. Total assets of $67,433,000 against $40.8 million of debt, all of it fixed-rate and HUD-insured with maturities running from 2039 to 2055. There is no refinancing wall, no floating-rate exposure, and the Q2 2026 MD&A states the company has "sufficient capital resources to sustain operations for a period of more than 12 months." Compared with peers carrying variable-rate debt into a 2029 cliff, this is a conservative structure and the board deserves credit for it.

The company also internalized management effective April 1, 2014, terminating the Cornerstone advisory agreement — the external-manager fee drain that dominates the files of National Healthcare Properties and Inland Real Estate Income Trust is not the story here. And a material weakness identified at December 31, 2023, around the time BDO was dismissed and Haskell & White engaged, has since been remediated.

Set against that: CEO total compensation was $989,760 in each of 2024 and 2025 ($575,760 base plus a $400,000 bonus), and a change-of-control bonus of three times base salary equals $1,725,000 — 7.3% of total stockholders' equity, or about $0.075 per share, which happens to be more than the single distribution paid in the last fifteen years.

Two things circulating that are wrong

The offering price was $8.00, not $10.00. At least one law-firm solicitation page states $10.00. The 10-K cover page is explicit: "the last price paid to acquire a share in the Registrant's primary public offering, which was terminated on November 23, 2010, was $8.00."

The collapse was not Sentio Healthcare Properties. Another page attributes it to a different REIT entirely. And the one verified regulatory sanction in this orbit — a December 2009 FINRA acceptance, waiver and consent against Pacific Cornerstone Capital and Terry Roussel, $700,000 against the firm and $50,000 individually — concerned the sponsor's private placements, not this REIT's public offering. Conflating them would be inaccurate.

We found no FINRA arbitration award naming this REIT. We also could not confirm any Comrit or CMG tender offer for it: an EDGAR full-text search on this CIK returns zero for "Comrit" against 53 hits for "MacKenzie," which is a working control.

And we will not give you a current secondary-market price, because we could not verify one. The newest quotes we could find anywhere are from law-firm pages dated 2017 to 2019 ($1.47 to $1.87), and the trading venues are gated. A stale price presented as current is worse than no price. If you have executed a trade in this or any similar vehicle, the price and date are genuinely useful and we publish them without names.

Verdict

1.3 out of 5. The debt is the safest thing in our coverage of this category, the company is self-managed, it files on time, and it is not going dark. Those are real and they are why the rating is not zero.

But the product a REIT sells a retail investor is not a portfolio. It is a portfolio plus a way out, and this one has had no way out since December 2010. Fifteen years, one distribution of four and a half cents, no redemption plan to be suspended because there is no plan, a value on the statement that the company computes for itself with no liquidity discount at more than double book, and a lost lawsuit disclosed in a footnote.

The lesson generalizes past this ticker, which is why the middle of this review is a rulebook rather than a narrative. In a non-traded REIT, ask who calculates the number on your statement, whether the redemption plan exists at all as opposed to being suspended, and when your six-year arbitration clock started. All three answers are in the filings, and all three are usually decided before anyone tells you there is a problem.

FAQ

Sources

Company filings, all on SEC EDGAR under CIK 1310383:

• FY2025 Form 10-K — accession 0001104659-26-036148, filed March 27, 2026 (Item 5 estimated value and methodology, holders of record, no repurchase plan, Item 11 compensation)
• Q2 2026 Form 10-Q — accession 0001104659-26-094768, filed August 12, 2026 (balance sheet, HUD debt, Best Years affirmance, HCRE fee award, G&A)
• Q1 2026 Form 10-Q — accession 0001104659-26-060168 (Chancery ruling)
• FY2011 Form 10-K — accession 0001193125-12-143615 (offering proceeds, the $2.09 revision)
• FY2010 Form 10-K — accession 0000950123-11-025817 (the $8.00 deemed value, redemption suspension, distribution history)
• 8-K, first estimated value $2.25 and "we did not engage a third-party real estate valuation firm" — accession 0001144204-12-009789, February 17, 2012
• 8-K, internalization effective April 1, 2014 — accession 0001144204-14-016989
• 8-K, Georgia portfolio transfer — accession 0001104659-24-131706, December 26, 2024
• 8-K, auditor change — accession 0001104659-24-093878, August 28, 2024
• 8-K, bylaw amendment removing the fixed annual-meeting month — accession 0001104659-25-015532, February 2025
• 8-K, the single $0.045 distribution — accession 0001104659-25-035406, April 16, 2025
• Schedules TO-T — accessions 0001102946-11-000004 (MacKenzie/MPF $1.00, 2011), 0001550913-18-000008 ($1.42) and 0001550913-18-000032 ($1.56)

Rules and studies cited:

• 17 CFR 240.12g-4, 240.12h-3, 240.15d-6, 240.13e-3 and 240.15c2-11 (eCFR)
• Exchange Act § 12(g)(4), 15 U.S.C. 78l(g)(4), and § 15(d), 15 U.S.C. 78o(d)(1)
• SEC Division of Corporation Finance, Exchange Act Rules Compliance and Disclosure Interpretations, Questions 151.02, 152.01, 153.01 and 153.03
• SEC Release No. 33-10075 / 34-77757 (81 FR 28689, May 3, 2016), footnote 120
• SEC Division of Corporation Finance, CF Disclosure Guidance Topic No. 6, "Staff Observations Regarding Disclosures of Non-Traded Real Estate Investment Trusts," July 16, 2013
• FINRA Regulatory Notice 15-02 (January 2015, effective April 11, 2016) and FINRA Rules 2231(c), 2310(b)(5) and 12206(a)
• Maryland Corporations & Associations §§ 2-501, 2-512 and 2-513
• Blue Vault, Nontraded REIT Full-Cycle Performance Study, 7th Edition, December 7, 2022 (executive summary)
• Henderson, Mallett and McCann, An Empirical Analysis of Non-Traded REITs, SLCG working paper, published in The Journal of Wealth Management, Summer 2016