MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
In February 2026, the Company entered into an agreement with the tenant of the Tractor Supply Company store in Canton, Mississippi to extend the lease term ten years commencing on June 1, 2028 and expiring on May 31, 2038. Annual rent will increase to $254,100 for the first five years of the extended term and to $266,805 for the final five years. As part of the agreement, the Company paid a tenant improvement allowance of $100,000, which is recorded within acquired intangible lease assets on the balance sheet and will be amortized over the lease term.
On April 29, 2026, in accordance with the lease amendment dated June 30, 2023, the Company paid a tenant improvement allowance of $162,500 to the tenant of the Piedmont Health facility in Macon, Georgia. The tenant improvement allowance is recorded within acquired intangible lease assets on the balance sheet and will be amortized over the lease term.
The Company's primary use of cash flow, other than investment in real estate, is distribution payments to Members and cash used to repurchase Units. The Company declares its regular quarterly distributions before the end of each quarter and pays the distribution in the first week after the end of each quarter. The Company attempts to maintain a stable distribution rate from quarter to quarter. The Company may repurchase tendered Units on April 1st and October 1st of each year subject to limitations.
For the six months ended June 30, 2026 and 2025, the Company declared distributions of $6,249,628 and $840,250, respectively. Pursuant to the Operating Agreement, distributions of Net Cash Flow are to be allocated 97% to the Limited Members and 3% to the Managing Member. Distributions of Net Proceeds of Sale are to be allocated 99% to the Limited Members and 1% to the Managing Member. The Limited Members were allocated declared distributions of $6,178,300 and $820,801 and the Managing Member was allocated declared distributions of $71,328 and $19,449 for the periods ended June 30, 2026 and 2025, respectively.
The Company may repurchase Units from Limited Members who have tendered their Units to the Company. Such Units may be acquired at a discount. The Company will not be obligated to purchase in any year more than 2% of the total number of Units outstanding on January 1 of such year. In no event shall the Company be obligated to purchase Units if, in the sole discretion of the Managing Member, such purchase would impair the capital or operation of the Company.
On April 1, 2026, the Company repurchased a total of 225.32 Units for $73,100 from 12 Limited Members in accordance with the Operating Agreement. The Company acquired these Units using net sales proceeds. The repurchase increases the remaining Limited Members' ownership interest in the Company. As a result of this repurchase and pursuant to the Operating Agreement, the Managing Member received distributions of $738 in the second quarter of 2026. On April 1, 2025, the Company repurchased a total of 1,194.77 Units for $608,740 from 37 Limited Members in accordance with the Operating Agreement. The Company acquired these Units using net sales proceeds. The repurchase increases the remaining Limited Members' ownership interest in the Company. As a result of this repurchase and pursuant to the Operating Agreement, the Managing Member received distributions of $6,149 in the second quarter of 2025.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
The continuing rent payments from the properties, together with cash generated from property sales, should be adequate to fund continuing distributions and meet other Company obligations on both a short-term and long-term basis.
Off-Balance Sheet Arrangements
As of June 30, 2026 and December 31, 2025, the Company had no material off-balance sheet arrangements that had or are reasonably likely to have current or future effects on its financial condition, results of operations, liquidity or capital resources.
ITEM 3. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required for a smaller reporting company.
ITEM 4. CONTROLS AND PROCEDURES.
(a) Disclosure Controls and Procedures.
Under the supervision and with the participation of management, including its President and Chief Financial Officer, the Managing Member of the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based upon that evaluation, the President and Chief Financial Officer of the Managing Member concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to management, including the President and Chief Financial Officer of the Managing Member, in a manner that allows timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting.
Effective April 30, 2026, there was a transition of the principal financial officer role following the separation of the former Chief Financial Officer, Keith Petersen. Kristin Waddell was hired as the Chief Financial Officer effective May 4, 2026. There was no material change in the Company's internal control over financial reporting as a result of this transition.
During the most recent period covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no material pending legal proceedings to which the Company is a party or of which the Company's property is subject.
ITEM 1A. RISK FACTORS.
Not required for a smaller reporting company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES & USE OF PROCEEDS.
(a) None.
(b) Not applicable.
(c) Pursuant to Section 7.7 of the Operating Agreement, each Limited Member has the right to present Units to the Company for purchase by submitting notice to the Managing Member during January or July of each year. The purchase price of the Units is equal to 80% of the net asset value per Unit, as of the first business day of January or July of each year, as determined by the Managing Member in accordance with the provisions of the Operating Agreement. Units tendered to the Company during January and July may be repurchased on April 1st and October 1st, respectively, of each year subject to the following limitations. The Company will not be obligated to purchase in any year more than 2% of the total number of Units outstanding on January 1 of such year. In no event shall the Company be obligated to purchase Units if, in the sole discretion of the Managing Member, such purchase would impair the capital or operation of the Company. On April 1, 2026, the Company repurchased 225 units. On April 1, 2025, the Company repurchased 1,195 units.
Small Business Issuer Purchases of Equity Securities
|
Period
|
Total Number
of Units
Purchased
|
Average
Price Paid
per Unit
|
Total Number of Units
Purchased as Part of
Publicly Announced
Plans or Programs
|
Maximum Number
of Units that May Yet
Be Purchased Under
the Plans or Programs
|
|
|
|
|
|
|
|
4/1/26 to 4/30/26
|
225.32
|
$324.43
|
6,868.50 (1)
|
(2)
|
|
|
|
|
|
|
|
5/1/26 to 5/31/26
|
--
|
--
|
--
|
--
|
|
|
|
|
|
|
|
6/1/26 to 6/30/26
|
--
|
--
|
--
|
--
|
(1)
The Company's repurchase plan is mandated by the Operating Agreement as included in the prospectus related to the original offering of the Units.
(2)
The Operating Agreement contains annual limitations on repurchases described in the paragraph above and has no expiration date.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
31.1
Certification of President of Managing Member pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer of Managing Member pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of President and Chief Financial Officer of Managing Member pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Dated: August 13, 2026
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AEI Income & Growth Fund 25 LLC
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By:
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AEI Fund Management XXI, Inc.
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Its:
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Managing Member
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By:
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/s/ Marni J Nygard
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Marni J. Nygard
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President
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(Principal Executive Officer)
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By:
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/s/ Kristin R Waddell
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Kristin R. Waddell
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Chief Financial Officer
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(Principal Accounting Officer)
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