Fundrise Growth eREIT II LLC
09/18/2025 | Press release | Distributed by Public on 09/18/2025 12:38
Special Semiannual Financial Report under Regulation A (Form 1-SA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-SA
SEMIANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933
For the Fiscal Semiannual Period ended June 30, 2025
Fundrise Growth eREIT II, LLC
(Exact name of issuer as specified in its charter)
| Delaware | 61-1775079 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
11 Dupont Circle NW, 9th Floor, Washington, DC (Full Mailing Address of Principal Executive Offices) |
20036 (Zip Code) |
(202) 584-0550
Issuer's telephone number, including area code
TABLE OF CONTENTS
| Management's Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| Other Information | 9 |
| Index to Unaudited Consolidated Financial Statements of Fundrise Growth eREIT II, LLC | 10 |
| Exhibits | 11 |
| Item 1. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained in this Semiannual Report on Form 1-SA ("Semiannual Report"). The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the Statements Regarding Forward Looking Information beginning on page 57 in our latest offering circular (the "Offering Circular") qualified by the Securities and Exchange Commission ("SEC") which may be accessed here, and may be updated from time to time by our future filings under Regulation A ("Regulation A") of the Securities Act of 1933, as amended (the "Securities Act"). Except as otherwise required by the U.S. federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Unless otherwise indicated, the latest results discussed below are as of June 30, 2025. The consolidated financial statements included in this filing as of June 30, 2025 and for the six months ended June 30, 2025 and 2024 are unaudited and have not been reviewed, and may not include year-end adjustments necessary to make those consolidated financial statements comparable to audited results, although in the opinion of management all necessary adjustments have been included to make interim statements of operations not misleading.
Business
Fundrise Growth eREIT II, LLC is a Delaware limited liability company formed on November 19, 2015. We may make our investments through majority-owned subsidiaries, some of which may have rights to receive preferred economic returns. Effective September 1, 2022, the Company merged (the "Merger") with Fundrise Growth eREIT VI, LLC, with the Company as the surviving entity.
We intend to originate, invest in and manage a diversified portfolio primarily consisting of investments in commercial real estate properties, as well as commercial real estate loans, commercial real estate debt securities (including commercial mortgage-backed securities, collateralized debt obligations, and real estate investment trust ("REIT") senior unsecured debt), and other select real estate-related assets, where the underlying assets primarily consist of such properties. We may make our investments through majority-owned subsidiaries, some of which may have rights to receive preferred economic returns. The Company has one reportable segment consisting of investments in real estate. The use of the terms "Fundrise Growth eREIT II", the "Company", "we", "us" or "our" in this Semiannual Report refer to Fundrise Growth eREIT II, LLC unless the context indicates otherwise.
The Company has initiated a proposed merger with Fundrise Real Estate Interval Fund II, LLC (the "Flagship Fund II"), where the Flagship Fund II will be the surviving entity, that is anticipated to be completed before the end of the calendar year. This action is intended to enhance long-term returns for existing shareholders through greater diversification, minimized operating costs, and increased economies of scale.
As a limited liability company, we have elected to be taxed as a C corporation. Commencing with the taxable year ended December 31, 2018, the Company has qualified for treatment each year as a REIT under the Internal Revenue Code of 1986, as amended, and intends to continue to operate as such.
We are externally managed by Fundrise Advisors, LLC (our "Manager"), which is an investment adviser registered with the SEC, and a wholly-owned subsidiary of Rise Companies Corp. (our "Sponsor"), the parent company of Fundrise, LLC, our affiliate. Fundrise, LLC owns and operates our platform located at www.fundrise.com, which allows investors to hold interests in opportunities that may have been historically difficult to access. Our Manager has the authority to make all of the decisions regarding our investments, subject to the limitations in our operating agreement and the direction and oversight of our Manager's investment committee. Our Sponsor also provides investment management, marketing, investor relations and other administrative services on our behalf. Accordingly, we do not currently have any employees nor do we currently intend to hire any employees who will be compensated directly by us.
Risk Factors
We face risks and uncertainties that could affect us and our business as well as the real estate industry generally. These risks are outlined under the heading "Risk Factors" in our Offering Circular, which may be accessed here (beginning on page 26), as the same may be updated from time to time by our future filings under Regulation A. In addition, new risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. These risks could result in a decrease in the value of our common shares.
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Offering Results
During the first half of 2025, our Manager closed the Regulation A offering of common shares of the Company (which we refer to as the "Offering"). The Offering was being conducted as a continuous offering, pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of securities was continuous, active sales of securities may have occurred sporadically over the term of the Offering. As of June 30, 2025 and December 31, 2024, we had raised total gross offering proceeds of approximately $152.7 million and $152.4 million, respectively, from settled subscriptions (including the approximately $100,000 received in the private placements to our Sponsor, and Fundrise, L.P., an affiliate of our Sponsor, and approximately $1.6 million and $2.7 million, respectively, received in private placements to third parties), and had settled subscriptions in our Offering and private placements for an aggregate of approximately 13,510,000 and 13,482,000 of our common shares, respectively.
The Company may in the future file an offering statement to qualify additional common shares for sale pursuant to Regulation A, or offer its common shares pursuant to Regulation D of the Securities Act ("Regulation D").
Upon the reopening of our Offering, if any, the per share purchase price for our common shares will be subject to adjustment by our Manager at the beginning of each semi-annual period, or such other period as determined by our Manager in its sole discretion, but no less frequently than annually. Our Manager has currently determined to adjust the per share purchase price quarterly (or as soon as commercially reasonable and announced by us thereafter), and will equal the greater of (i) $10.00 per share or (ii) the sum of our net asset value ("NAV"), divided by the number of our common shares outstanding as of the end of the prior fiscal quarter ("NAV per share").
Below is the NAV per share since December 31, 2023, as determined in accordance with our valuation policy. Linked in the table is the relevant Form 1-U detailing each NAV evaluation method, incorporated by reference herein.
| Date | NAV per Share | Link | ||||
| December 30, 2023 | $ | 13.47 | Form 1-U | |||
| March 29, 2024 | $ | 13.51 | Form 1-U | |||
| June 29, 2024 | $ | 13.51 | Form 1-U | |||
| September 30, 2024 | $ | 13.21 | Form 1-U | |||
| December 31, 2024 | $ | 13.09 | Form 1-U | |||
| March 31, 2025 | $ | 13.11 | Form 1-U | |||
| June 30, 2025 | $ | 13.27 | Form 1-U |
Distributions
To maintain our qualification as a REIT, we are required to make aggregate annual distributions to our shareholders of at least 90% of our REIT taxable income (computed without regard to the dividends paid deduction and excluding net capital gain), and to avoid federal income and excise taxes on retained taxable income and gains we must distribute 100% of such income and gains annually. Our Manager may authorize distributions in excess of those required for us to maintain REIT status and/or avoid such taxes on retained taxable income and gains depending on our financial condition and such other factors as our Manager deems relevant. Provided we have sufficient available cash flow, we intend to authorize and declare distributions based on daily record dates and pay distributions on a quarterly or other periodic basis. We have not established a minimum distribution level.
While we are under no obligation to do so, we have in the past and expect in the future to declare and pay distributions monthly or quarterly in arrears; however, our Manager may declare other periodic distributions as circumstances dictate. In order that investors may generally begin receiving distributions immediately upon our acceptance of their subscription, we expect to authorize and declare distributions based on daily record dates. However, there may also be times when our Manager elects to reduce our rate of distributions in order to preserve or build up a higher level of liquidity at the Company level.
Any distributions that we make will directly impact our NAV by reducing our assets. Our goal is to provide a reasonably predictable and stable level of current income, through quarterly or other periodic distributions, while at the same time maintaining a fair level of consistency in our NAV. Over the course of a shareholder's investment, the shareholder's distributions plus the change in NAV per share (either positive or negative) will produce the shareholder's total return.
Our distributions will generally constitute a return of capital to the extent that they exceed our current and accumulated earnings and profits as determined for U.S. federal income tax purposes. To the extent that a distribution is treated as a return of capital for U.S. federal income tax purposes, it will reduce a shareholder's adjusted tax basis in the shareholder's shares, and to the extent that it exceeds the shareholder's adjusted tax basis will be treated as gain resulting from a sale or exchange of such shares.
For further details, please see Note 6, Distributions to the unaudited consolidated financial statements.
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Redemption Plan
Although we do not intend to list our common shares for trading on a stock exchange or other trading market, we have adopted a redemption plan designed to provide our shareholders with limited liquidity for their investment in our shares. The Company's redemption plan provides that on a quarterly basis, subject to certain exceptions, a shareholder could obtain liquidity as described in detail in our Offering Circular. Effective July 1, 2024, we revised our redemption plan to increase the maximum amount of shares that may be redeemed in a quarter to be 5.00% of the NAV of all of our outstanding shares as of the first day of the last month of such calendar quarter. Previously, we revised our redemption plan effective November 17, 2023 to reflect that (i) the Manager in its sole discretion may determine to redeem in full a shareholder holding less than 100 common shares prior to redeeming other requests on a pro-rata basis; (ii) the last day to submit a redemption request will be the last business day of the applicable quarter; and (iii) redemptions not fully honored will be terminated, and will need to be resubmitted in order to be considered in any subsequent period when redemptions are being processed. Our Manager may, in its sole discretion, amend, suspend, or terminate the redemption plan at any time, including to protect our operations and our non-redeemed shareholders, to prevent an undue burden on our liquidity, to preserve our status as a REIT, following any material decrease in our NAV, or for any other reason. During the third quarter of 2025, in advance of a proposed merger involving the Company, the redemption plan has been temporarily suspended, and the Company is not currently processing redemption requests.
As of June 30, 2025 and December 31, 2024, approximately 6.0 million and 5.0 million common shares, respectively, had been submitted for redemption since operations commenced, and 100% of such redemption requests have been honored. We believe the redemptions during the six months ended June 30, 2025 are attributable to investor demand to restore and preserve personal liquidity in response to the changes in economic conditions across the broader financial markets.
Sources of Operating Revenues and Cash Flows
We expect to primarily generate cash flows through rental operations of our rental real estate properties and distributions from investments in equity method investees. We may also seek to acquire other investments which generate attractive returns without any leverage. See Note 2, Summary of Significant Accounting Policies - Revenue and Income Recognition, to the unaudited consolidated financial statements for further detail.
Results of Operations
For the six months ended June 30, 2025 and 2024, we had total net income (losses) of approximately $6.4 million and $(4.2) million, respectively. Further information on certain changes in our results is as follows:
Revenue
Rental Revenue
For the six months ended June 30, 2025 and 2024, we earned rental revenue of approximately $65,000 and $490,000, respectively, from the operations of rental real estate properties. The decrease in rental revenue is primarily attributable to the sale of two rental real estate properties in April 2024 and March 2025, which contributed to higher rental revenue for the six months ended June 30, 2024.
Expenses
Investment Management Fees - Related Party
For the six months ended June 30, 2025 and 2024, we incurred investment management fees of approximately $481,000 and $576,000, respectively. The decrease in investment management fees is directly related to a decrease in the quarterly average net assets, as the investment management fee is calculated as a percentage of net assets each quarter. The overall decrease in average net assets is primarily attributable to redemptions throughout the period.
Property Operating and Maintenance Expenses
For the six months ended June 30, 2025 and 2024, we incurred property operating and maintenance expenses of approximately $72,000 and $423,000, respectively. The decrease in property operating and maintenance expense is primarily attributable to the sale of two rental real estate properties in April 2024 and March 2025.
Depreciation and Amortization
For the six months ended June 30, 2025 and 2024, we incurred depreciation and amortization expense of approximately $55,000 and $377,000, respectively. The decrease in depreciation and amortization expense is primarily attributable to the sale of two rental real estate properties in April 2024 and March 2025.
General and Administrative Expenses
For the six months ended June 30, 2025 and 2024, we incurred general and administrative expenses of approximately $229,000 and $293,000, respectively, which includes auditing and professional fees, software subscription costs, and other expenses associated with operating our business. The decrease in general and administrative costs is primarily attributable to decreased professional services expenses for the six months ended June 30, 2025, as compared to the corresponding period in 2024.
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Other Income (Expenses)
Equity in Earnings (Losses)
For the six months ended June 30, 2025 and 2024, we had equity in earnings (losses) from our equity method investees of approximately $6.9 million and $(583,000), respectively. The change in equity in earnings (losses) is primarily attributable to gains recognized from the disposition of one equity method investee during the six months ended June 30, 2025. For more information, see Note 3, Investments in Equity Method Investees to the unaudited consolidated financial statements.
Gain (Loss) on Sale of Rental Real Estate
For the six months ended June 30, 2025 and 2024, we recognized a gain (loss) on sale of rental real estate of approximately $362,000 and $(1.8) million, respectively. The increase from loss to gain on sale of rental real estate is partially attributable to the gain of approximately $362,000 recognized on the sale of one rental real estate property in April 2025, when compared to the approximately $1.8 million loss on the sale of one rental real estate property in April 2024.
Impairment Loss on Real Estate
For the six months ended June 30, 2025 and 2024, we recognized an impairment loss on real estate of approximately $0 and $532,000, respectively. The impairment loss was recognized in 2024 for one unimproved land parcel based on the excess of the carrying amount over its estimated fair value.
Loss on Real Estate Held for Sale
For the six months ended June 30, 2025 and 2024, we recognized a loss on real estate held for sale of approximately $100,000 and $35,000, respectively. The loss on real estate held for sale recognized in 2025 is primarily attributable to one real estate property classified as held for sale that was sold for an amount less than the property's fair value less estimated costs to sell. The loss on real estate held for sale recognized in 2024 is primarily attributable to one rental real estate property that was reclassified from investments in rental real estate properties to investments in real estate held for sale, where the carrying amount exceeded the property's fair value less estimated costs to sell.
Interest Expense - Related Party
For the six months ended June 30, 2025 and 2024, we incurred interest expense of approximately $55,000 and $123,000, respectively. The decrease in interest expense is due to an overall lower average principal balance outstanding on National Lending, LLC ("National Lending") promissory notes during the six months ended June 30, 2025 compared to the corresponding period in 2024.
Our Investments
The following tables summarize the investments held during the period from January 1, 2024 through June 30, 2025. See "Recent Developments" for a description of any investments we have made since June 30, 2025. Note that the use of the term "controlled subsidiary" is not intended to conform with the accounting principles generally accepted in the United States of America ("U.S. GAAP") and does not correlate to a subsidiary that would require consolidation under U.S. GAAP.
|
Real Property Controlled Subsidiaries (Wholly-Owned Properties) |
Location |
Type of Property |
Date of Acquisition |
Purchase Price |
Overview (Form 1-U) |
|||||||
| RSE W39 Controlled Subsidiary | Los Angeles, CA | Mixed-Use | 06/05/2019 | $ | 3,120,000 | Initial | N/A | |||||
| RSE R45 Controlled Subsidiary(1) | Brentwood, MD | Commercial | 06/27/2019 | $ | 5,118,000 | Initial | N/A | |||||
| RSE P34 Controlled Subsidiary | Los Angeles, CA | Multifamily | 08/02/2019 | $ | 1,032,000 | Initial | Update | |||||
| RSE W411 Controlled Subsidiary | Los Angeles, CA | Commercial | 08/07/2019 | $ | 3,800,000 | Initial | N/A | |||||
| RSE W59 Controlled Subsidiary(2)(3) | Los Angeles, CA | Mixed-Use | 02/07/2020 | $ | 16,700,000 | Initial | Update | |||||
| RSE L37 Controlled Subsidiary(2)(4) | Nashville, TN | Multifamily | 09/24/2020 | $ | 14,200,000 | Initial | Update | |||||
| RSE Z20 Controlled Subsidiary(2)(5) | Nashville, TN | Land | 09/24/2020 | $ | 5,200,000 | Initial | N/A | |||||
| (1) | On March 27, 2025, RSE R45 Controlled Subsidiary was fully disposed. | |
| (2) | This asset was acquired by the Company on September 1, 2022 in connection with the Merger. See Note 2, Summary of Significant Accounting Policies - Merger Transaction - Asset Acquisition - 2022 to the unaudited consolidated financial statements for more information about the Merger. The date of acquisition and purchase price herein represent the date and relative fair value of the acquired asset as of the Merger, respectively. |
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| (3) | On December 26, 2024, the Company sold its original interest in the RSE W59 Controlled Subsidiary and entered into a Tenancy-in-Common ("TIC") transaction. As of December 31, 2024, the surviving investment in CNP 116, LLC, is included in 'Investments in equity method investees" on the Company's consolidated balance sheets. | |
| (4) | On April 16, 2024, RSE L37 Controlled Subsidiary was fully disposed. | |
| (5) | On April 28, 2025, RSE Z20 Controlled Subsidiary was fully disposed. |
|
Real Property Controlled Subsidiaries (Joint Venture Equity Investments) |
Location |
Type of Property |
Date of Acquisition |
Purchase Price(1) |
Overview (Form 1-U) |
|||||||
| RSE Runaway Lakes Controlled Subsidiary | Palm Beach, FL | Multifamily | 06/25/2019 | $ | 17,514,000 | Initial | Update | |||||
| RSE Hamilton Controlled Subsidiary | Hendersonville, TN | Multifamily | 06/28/2019 | $ | 7,203,300 | Initial | Update | |||||
| RSE Palmer Controlled Subsidiary | Woodstock, GA | Multifamily | 11/17/2020 | $ | 23,415,000 | Initial | N/A | |||||
| RSE Parkland Controlled Subsidiary(2) | Orange Park, FL | Multifamily | 09/01/2022 | $ | 20,060,000 | Initial | N/A | |||||
| CNP 116, LLC(3) | Los Angeles, CA | Mixed-Use | 12/26/2024 | $ | 4,100,000 | (4) | Initial | N/A | ||||
| (1) | Purchase Price refers to the total price paid by us for our pro rata share of the equity in the controlled subsidiary. | |
| (2) | This asset was acquired by the Company on September 1, 2022 in connection with the Merger. The date of acquisition and purchase price herein represent the date and relative fair value of the acquired asset as of the Merger, respectively. | |
| (3) | On December 26, 2024, the Company acquired a 25% TIC interest in CNP 116, LLC. | |
| (4) | Transaction in-kind. Member interest in CNP 116, LLC acquired in connection with the sale of the W59 Controlled Subsidiary. |
As of June 30, 2025, the Company's investments accounted for under the equity method of accounting also included initial and subsequent contributions to National Lending in exchange for ownership interests. See Note 8, Related Party Arrangements to the unaudited consolidated financial statements for further information regarding National Lending.
Liquidity and Capital Resources
We obtain the capital to fund our investment activities and operating expenses from potential future offerings, cash flow from operations, net proceeds from asset sales, cash flows from equity method investees, and other financing transactions. We use our capital to originate, invest in and manage a diversified portfolio of real estate investments and fund our operations.
As of June 30, 2025, we had deployed approximately $99.6 million for eight investments and had approximately $7.4 million in cash and cash equivalents. The Company has a continuous funding commitment to maintain a total contribution amount of 5% of its assets under management to National Lending. As of June 30, 2025, we anticipate that cash on hand, cash flow from our rental real estate properties and equity method investments, and proceeds from potential future offerings will provide sufficient liquidity to meet future funding commitments and costs of operations for at least the next 12 months.
We may selectively employ leverage to enhance total returns to our shareholders through a combination of senior financing on our real estate acquisitions, secured facilities, and capital markets financing transactions. We have no outstanding unsecured Company level debt as of September 18, 2025 and June 30, 2025. This amount does not include any debt secured by the real property of our unconsolidated investments. Our targeted portfolio-wide leverage is between 50-85% of the greater of the cost (before deducting depreciation or other non-cash reserves) or fair market value of our assets. During periods when we are growing our portfolio, we may employ greater leverage on individual assets (that will also result in greater leverage of the initial portfolio) in order to quickly build a more diversified portfolio of multifamily rental properties and development project assets. We seek to secure conservatively structured leverage that is long-term, non-recourse, non-mark-to-market financing to the extent obtainable on a cost-effective basis. To the extent a higher level of leverage is employed, it may come either in the form of government-sponsored programs or other long-term, non-recourse, non-mark-to-market financing. Our Manager may from time to time modify our leverage policy in its discretion in light of then-current economic conditions, relative costs of debt and equity capital, market values of our assets, general conditions in the market for debt and equity securities, growth and acquisition opportunities or other factors. However, other than during our initial period of operations, it is our policy to not borrow more than 85% of the greater of cost (before deducting depreciation or other non-cash reserves) or fair market value of our assets. We cannot exceed the leverage limit of our leverage policy unless any excess in borrowing over such level is approved by our Manager's investment committee.
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The Company has entered into two guarantee agreements in connection with a senior secured mortgage loan facility extended to several underlying real estate properties owned by certain entities affiliated with or managed by our Manager, collectively, the "Borrowers". Under the terms of the loan agreement, the Company, alongside other entities affiliated with or managed by our Manager, has provided guarantees of certain obligations of the Borrowers, through the date of the loan's initial maturity, July 9, 2027, in addition to any subsequent borrower-elected maturity extensions. Consistent with the Company's investment strategy in utilizing leverage to enhance total shareholder return, these guarantees were provided to enhance the credit profile of the Borrowers, facilitate access to more favorable financing terms, and obtain leverage to support its investment activities.
The Company's obligations as a guarantor include a springing recourse guarantee covering standard lender protection clauses, and a guarantee of interest and carry costs, which includes all interest payments due, any minimum return amounts, any interest due at the default rate, and any required deposits into the interest and carry reserve account. The Company is a springing guarantor with a liability limitation, and therefore would only be responsible for the portion of the guarantees allocated to the other real estate investment trust ("eREIT") involved in the guarantee agreements if the other eREIT were to fail to pay its allocation of the guarantees within 30 days after demand from the lender, or if the other eREIT were to become involved in a bankruptcy petition or similar proceeding.
Based on current information and analysis, we believe the likelihood of the Company being required to perform under the guarantees is remote and that no material liability exists as of the date of this Semiannual Report. Accordingly, as of June 30, 2025, no liability has been recorded in the unaudited consolidated financial statements. The Company continues to monitor the financial condition and performance of the Borrowers and will reassess the need to record a liability if future events or circumstances indicate a probable loss. See Note 10, Commitments and Contingencies to the unaudited consolidated financial statements for more information.
We face additional challenges in order to ensure liquidity and capital resources on a long-term basis. If we are unable to raise additional funds from the issuance of common shares, we will make fewer investments resulting in less diversification in terms of the type, number and size of investments we make and we may be subject to more fluctuations based on the performance of the specific assets we acquire. Further, we have certain direct and indirect operating expenses. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income and would limit our ability to make distributions.
Outlook and Recent Trends
We seek to identify and make our investments according to large macroeconomic trends precisely because we believe those trends are likely to drive outsized growth, which in turn can deliver above average performance. Over the past six months, we've experienced the benefits of being invested in the right locations and asset types, even amidst sustained headwinds from elevated borrowing costs.
In September 2024, the Federal Reserve (the "Fed") began its much anticipated rate cutting cycle, which in turn initially translated to positive performance across most of the portfolio; however, recent announcements suggest a slower and more uncertain path to additional cuts. Interest rates have yet to meaningfully decrease, but we still expect a decrease in interest rates in the long-term. The magnitude of these initial returns represents only a portion of the ground to be made up relative to the total decline in real estate values that occurred since the peak in 2022. We believe this recovery will continue to gain momentum in the coming years. Additionally, we expect that near-term impacts of many of the new administration's tariff, immigration, and other policies (which we expect to result in slower economic growth and higher construction costs) will in turn lead to higher values for most of the portfolio. Further, as a result of the sustained strong operating performance of our properties, we have been able to drive growth in net operating incomes.
Looking ahead, our investment approach remains focused on disciplined capital deployment across both equity and credit strategies, aligned with our long-term objectives and responsive to evolving market conditions. Furthermore, the Fed, by its own forecast, is less than halfway through its expected rate cutting cycle, and is expected to continue cutting rates, albeit at a slower pace in the short-term than many initially anticipated. We believe this indicates that similar or larger gains could be achieved as rates continue to decrease. We expect that the assets acquired during this period of depressed pricing and falling interest rates will be one of the largest drivers of outsized returns in the future. We also recognize that the new political administration and ongoing policy shifts will continue to impact the economy, potentially through the deregulation of the financial sector, the impact of tariffs, reduced immigration and lower taxes. We anticipate that this will result in a more business-friendly environment with lower regulatory burdens and more liquidity in financial markets, but also the potential for increased volatility and higher costs around construction and new development. This dynamic has the potential to not only increase investment demand but to also further reduce future supply, compounding the existing supply constraints, which would result in even more appreciation in asset values.
Off-Balance Sheet Arrangements
As of June 30, 2025 and December 31, 2024, we had no off-balance sheet arrangements.
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Recent Developments
None.
| Item 2. | Other Information |
None.
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| Item 3. | Financial Statements |
INDEX TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF
Fundrise Growth eREIT II, LLC
| Consolidated Balance Sheets | F-1 |
| Consolidated Statements of Operations | F-2 |
| Consolidated Statements of Members' Equity | F-3 |
| Consolidated Statements of Cash Flows | F-4 |
| Notes to Consolidated Financial Statements | F-5 to F-17 |
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Fundrise Growth eREIT II, LLC
Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
|
As of June 30, 2025 (unaudited) |
As of December 31, 2024 (*) |
|||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 7,427 | $ | 4,146 | ||||
| Restricted cash | 225 | - | ||||||
| Due from related party | 999 | - | ||||||
| Other assets, net | 42 | 169 | ||||||
| Investments in equity method investees | 44,853 | 45,940 | ||||||
| Investments in real estate held for sale | - | 4,202 | ||||||
| Investments in rental real estate properties, net | 4,216 | 7,628 | ||||||
| Investments in real estate held for improvement | 3,585 | 4,162 | ||||||
| Total Assets | $ | 61,347 | $ | 66,247 | ||||
| LIABILITIES AND MEMBERS' EQUITY | ||||||||
| Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 1,050 | $ | 251 | ||||
| Due to related party | 253 | 264 | ||||||
| Settling subscriptions | - | 18 | ||||||
| Redemptions payable | 5,514 | 5,225 | ||||||
| Distributions payable | 48 | 53 | ||||||
| Rental security deposits and other liabilities | - | 8 | ||||||
| Total Liabilities | 6,865 | 5,819 | ||||||
| Commitments and Contingencies | ||||||||
| Members' Equity: | ||||||||
| Common shares, net of redemptions; unlimited shares authorized; 13,509,626 and 13,481,976 shares issued and 7,502,700 and 8,436,126 shares outstanding as of June 30, 2025 and December 31, 2024, respectively | 75,383 | 87,586 | ||||||
| Accumulated deficit and cumulative distributions | (20,901 | ) | (27,158 | ) | ||||
| Total Members' Equity | 54,482 | 60,428 | ||||||
| Total Liabilities and Members' Equity | $ | 61,347 | $ | 66,247 | ||||
*Derived from audited financial statements
The accompanying notes are an integral part of these consolidated financial statements.
F-1
Fundrise Growth eREIT II, LLC
Consolidated Statements of Operations
(Amounts in thousands, except share and per share data)
|
For the Six Months Ended June 30, 2025 (unaudited) |
For the Six Months Ended June 30, 2024 (unaudited) |
|||||||
| Revenue | ||||||||
| Rental revenue | $ | 65 | $ | 490 | ||||
| Other revenue | 18 | 42 | ||||||
| Total revenue | 83 | 532 | ||||||
| Expenses | ||||||||
| Investment management fees - related party | 481 | 576 | ||||||
| Property operating and maintenance | 72 | 423 | ||||||
| Depreciation and amortization | 55 | 377 | ||||||
| General and administrative expenses | 229 | 293 | ||||||
| Total expenses | 837 | 1,669 | ||||||
| Other income (expenses) | ||||||||
| Equity in earnings (losses) | 6,852 | (583 | ) | |||||
| Dividend income | 53 | 35 | ||||||
| Gain (loss) on sale of rental real estate | 362 | (1,798 | ) | |||||
| Impairment loss on real estate | - | (532 | ) | |||||
| Loss on real estate held for sale | (100 | ) | (35 | ) | ||||
| Interest expense - related party | (55 | ) | (123 | ) | ||||
| Total other income (expenses) | 7,112 | (3,036 | ) | |||||
| Net income (loss) | $ | 6,358 | $ | (4,173 | ) | |||
| Net income (loss) per basic and diluted common share | $ | 0.78 | $ | (0.43 | ) | |||
| Weighted average number of common shares outstanding, basic and diluted | 8,181,296 | 9,622,463 | ||||||
The accompanying notes are an integral part of these consolidated financial statements. In the opinion of management, all necessary adjustments have been included in order to make the interim consolidated financial statements not misleading.
F-2
Fundrise Growth eREIT II, LLC
Consolidated Statements of Members' Equity
(Amounts in thousands, except share data)
| Common Shares |
Accumulated Deficit and Cumulative |
Total Members' |
||||||||||||||
| Shares | Amount | Distributions | Equity | |||||||||||||
| December 31, 2024(*) | 8,436,126 | $ | 87,586 | $ | (27,158 | ) | $ | 60,428 | ||||||||
| Proceeds from issuance of common shares | 27,650 | 362 | - | 362 | ||||||||||||
| Offering costs | - | (29 | ) | - | (29 | ) | ||||||||||
| Distributions declared on common shares | - | - | (101 | ) | (101 | ) | ||||||||||
| Redemptions of common shares | (961,076 | ) | (12,536 | ) | - | (12,536 | ) | |||||||||
| Net income (loss) | - | - | 6,358 | 6,358 | ||||||||||||
| June 30, 2025 (unaudited) | 7,502,700 | $ | 75,383 | $ | (20,901 | ) | $ | 54,482 | ||||||||
| Common Shares |
Accumulated Deficit and Cumulative |
Total Members' |
||||||||||||||
| Shares | Amount | Distributions | Equity | |||||||||||||
| December 31, 2023(*) | 9,813,278 | $ | 105,986 | $ | (18,576 | ) | $ | 87,410 | ||||||||
| Proceeds from issuance of common shares | 36,042 | 486 | - | 486 | ||||||||||||
| Offering costs | - | (15 | ) | - | (15 | ) | ||||||||||
| Distributions declared on common shares | - | - | (136 | ) | (136 | ) | ||||||||||
| Redemptions of common shares | (764,443 | ) | (10,231 | ) | - | (10,231 | ) | |||||||||
| Net income (loss) | - | - | (4,173 | ) | (4,173 | ) | ||||||||||
| June 30, 2024 (unaudited) | 9,084,877 | $ | 96,226 | $ | (22,885 | ) | $ | 73,341 | ||||||||
*Derived from audited consolidated financial statements
The accompanying notes are an integral part of these consolidated financial statements.
F-3
Fundrise Growth eREIT II, LLC
Consolidated Statements of Cash Flows
(Amounts in thousands)
|
For the Six Months Ended June 30, 2025 (unaudited) |
For the Six Months Ended June 30, 2024 (unaudited) |
|||||||
| OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | 6,358 | $ | (4,173 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 55 | 377 | ||||||
| Amortization of above- and below-market leases, net | - | 16 | ||||||
| Bad debt expense | - | 34 | ||||||
| Equity in (earnings) losses | (6,852 | ) | 583 | |||||
| Return on investment from equity method investees | - | 59 | ||||||
| (Gain) loss on sale of rental real estate | (362 | ) | 1,798 | |||||
| Impairment loss on real estate | - | 532 | ||||||
| Loss on real estate held for sale | 100 | 35 | ||||||
| Changes in assets and liabilities: | ||||||||
| Net (increase) decrease in other assets, net | 58 | 236 | ||||||
| Net (increase) decrease in due from related party | (924 | ) | - | |||||
| Net increase (decrease) in accounts payable and accrued expenses | 758 | (155 | ) | |||||
| Net increase (decrease) in due to related party | (12 | ) | (33 | ) | ||||
| Net increase (decrease) in rental security deposits and other liabilities | (8 | ) | (60 | ) | ||||
| Net cash provided by (used in) operating activities | (829 | ) | (751 | ) | ||||
| INVESTING ACTIVITIES: | ||||||||
| Investment in equity method investees | (476 | ) | (727 | ) | ||||
| Return of investment from equity method investees | 8,340 | 804 | ||||||
| Proceeds received from sale of rental real estate properties | 4,483 | 11,439 | ||||||
| Proceeds received from sale of real estate held for sale | 4,172 | - | ||||||
| Investment in rental real estate properties | 16 | (108 | ) | |||||
| Improvements in real estate held for improvement | (165 | ) | - | |||||
| Net cash provided by (used in) investing activities | 16,370 | 11,408 | ||||||
| FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of common shares | 344 | 477 | ||||||
| Proceeds from note payable - related party | 5,100 | 13,600 | ||||||
| Repayment of note payable - related party | (5,100 | ) | (9,800 | ) | ||||
| Redemptions paid | (12,246 | ) | (12,164 | ) | ||||
| Distributions paid | (107 | ) | (465 | ) | ||||
| Offering costs paid | (26 | ) | (29 | ) | ||||
| Net cash provided by (used in) financing activities | (12,035 | ) | (8,381 | ) | ||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | 3,506 | 2,276 | ||||||
| Cash and cash equivalents and restricted cash, beginning of year | 4,146 | 3,300 | ||||||
| Cash and cash equivalents and restricted cash, end of year | $ | 7,652 | $ | 5,576 | ||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY: | ||||||||
| Investment in equity method investees | $ | 75 | $ | - | ||||
| Investments in real estate held for sale reclassed to rental real estate properties | $ | - | $ | 4,655 | ||||
| Investments in real estate held for improvement reclassed to rental real estate properties | $ | 4,249 | $ | - | ||||
| Investments in rental real estate properties reclassed to real estate held for sale | $ | - | $ | 20,702 | ||||
| Investments in rental real estate properties reclassed to held for improvement | $ | 3,484 | $ | 3,997 | ||||
| Improvements in real estate held for improvement included in accounts payable and accrued expenses | $ | 23 | $ | 55 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Interest paid - related party note | $ | 55 | $ | 121 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
Fundrise Growth eREIT II, LLC
Notes to Consolidated Financial Statements (unaudited)
| 1. | Formation and Organization |
Fundrise Growth eREIT II, LLC was formed on November 19, 2015, as a Delaware limited liability company and substantially commenced operations on September 5, 2018. Effective September 1, 2022, Fundrise Growth eREIT VI, LLC merged with and into Fundrise Growth eREIT II, LLC, with Fundrise Growth eREIT II, LLC as the surviving entity (the "Merger"). As used herein, the "Company," "we," "our," and "us" refer to Fundrise Growth eREIT II, LLC except where the context otherwise requires.
The Company has one reportable segment consisting of investments in real estate. The Company was organized primarily to originate, invest in and manage a diversified portfolio of real estate properties for rent, development, or redevelopment. We may also invest in real estate loans, real estate-related debt securities and other real estate-related assets. Investments in rental real estate properties may consist of unimproved land, homes, townhomes and condominiums, office and commercial space, and other real estate investments. Each rental real estate property investment of the Company is acquired by a limited liability company that is a subsidiary of ours. These subsidiaries are wholly owned by the Company and consolidated in these financial statements.
The Company's business is externally managed by Fundrise Advisors, LLC (the "Manager"), a Delaware limited liability company and an investment adviser registered with the SEC. Subject to certain restrictions and limitations, the Manager is responsible for managing the Company's affairs on a day-to-day basis and for identifying and making acquisitions and investments on behalf of the Company.
We have operated in such a manner as to qualify as a real estate investment trust ("REIT") for federal income tax purposes beginning with the year ended December 31, 2018. We hold substantially all of our assets directly, and as of June 30, 2025, have not established an operating partnership or any taxable REIT subsidiaries, though we may form such entities as required in the future to facilitate certain transactions that might otherwise have an adverse impact on our status as a REIT. As of June 30, 2025 and December 31, 2024, certain wholly-owned subsidiaries were treated as qualified REIT subsidiaries ("QRSs"). See Note 2, Summary of Significant Accounting Policies for further information on the QRSs.
During the first half of 2025, our Manager closed the Regulation A Offering of common shares of the Company. The Company's initial and subsequent offering of its common shares (the "Offering(s)") have been conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A ("Regulation A"), meaning that while the offering of securities is continuous, active sales of securities may happen sporadically over the term of an Offering. A maximum of $75.0 million of the Company's common shares may be sold to the public in its Offering in any given twelve-month period. However, each Offering is subject to qualification by the SEC. The Manager has the authority to issue an unlimited number of common shares.
The Company may in the future file an offering statement to qualify additional common shares for sale pursuant to Regulation A, or offer its common shares pursuant to Regulation D of the Securities Act ("Regulation D"), as determined by our Manager.
As of June 30, 2025 and December 31, 2024, after redemptions, the Company has net common shares outstanding of approximately 7,503,000 and 8,436,000, respectively, including common shares held by related parties. As of June 30, 2025 and December 31, 2024, Rise Companies Corp. (the "Sponsor"), the owner of the Manger owned 916 common shares. As of June 30, 2025 and December 31, 2024, Fundrise, L.P. owned 10,332 common shares. As of June 30, 2025 and December 31, 2024, after redemptions, third parties owned approximately 116,000 and 140,000 common shares, respectively, in private placements for an aggregate purchase price of approximately $1.6 million and $1.9 million, respectively. As of June 30, 2025 and December 31, 2024, the total amount of equity issued by the Company on a gross basis was approximately $152.7 million and $152.4 million, respectively, and the total amount of settling subscriptions was approximately $0 and $18,000, respectively. These amounts were based on a per share price of $13.11 and $13.21 per share price, respectively.
| 2. | Summary of Significant Accounting Policies |
Basis of Presentation
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting and conform to accounting principles generally accepted in the United States of America ("U.S. GAAP") and Article 8 of Regulation S-X of the rules and regulations of the SEC. The Company has no items of other comprehensive income or loss in any period presented.
In the opinion of management, all adjustments considered necessary for a fair presentation of the Company's financial position, results of operations and cash flows have been included and are of a normal and recurring nature. Interim results are not necessarily indicative of operating results for any other interim period or for the entire year. The December 31, 2024 consolidated balance sheet and certain related disclosures are derived from the Company's December 31, 2024 audited financial statements. These interim consolidated financial statements should be read in conjunction with the Company's financial statements and notes thereto included in the Company's annual report, which was filed with the SEC. The consolidated financial statements as of June 30, 2025 and for the six months ended June 30, 2025 and 2024, and certain related notes, are unaudited, have not been reviewed, and may not include year-end adjustments to make those consolidated financial statements comparable to audited results.
F-5
Principles of Consolidation
We consolidate entities when we own, directly or indirectly, a majority interest in the entity or are otherwise able to control the entity. We consolidate variable interest entities ("VIEs") in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation, if we are the primary beneficiary of the VIE as determined by our power to direct the VIE's activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE. A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity's activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We did not have any VIEs for the periods presented in these financial statements.
All intercompany balances and transactions have been eliminated in consolidation.
Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.
Cash and Cash Equivalents
Cash equivalents consists of money market funds as of June 30, 2025 and December 31, 2024.
Cash may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit of $250,000 per institution. The Company mitigates credit risk by placing cash with major financial institutions. To date, the Company has not experienced any losses with respect to cash.
Earnings (Loss) per Share
Basic earnings (loss) per share is calculated on the basis of weighted-average number of common shares outstanding during the period. Basic earnings (loss) per share is computed by dividing income or loss available to members by the weighted-average common shares outstanding during the period. Diluted net income (loss) per common share equals basic net income (loss) per common share as there were no potentially dilutive securities outstanding during the six months ended June 30, 2025 and 2024.
Offering Costs
Offering costs represent costs incurred by the Company in the qualification of the Offerings and the marketing and distribution of common shares, include, without limitation, expenses for printing, and amending offering statements or supplementing offering circulars, mailing and distributing costs, telephones, internet and other telecommunications costs, all advertising and marketing expenses, charges of experts and fees, expenses and taxes related to the filing, registration and qualification of the sale of shares under federal and state laws, including taxes and fees and accountants' and attorneys' fees.
During the six months ended June 30, 2025 and 2024, the Company directly incurred offering costs of approximately $30,000 and $15,000, respectively. As of June 30, 2025 and December 31, 2024, approximately $8,000 and $4,000, respectively, remained payable.
Settling Subscriptions
Settling subscriptions presented on the consolidated balance sheets represent equity subscriptions for which funds have been received but common shares have not yet been issued. Under the terms of the Offering Circular for our common shares, subscriptions will be accepted or rejected within thirty days of receipt by us. Once a subscription agreement is accepted, settlement of the shares may occur up to fifteen days later, depending on the volume of subscriptions received; however, we generally issue shares the later of five business days from the date that an investor's subscription is approved by our Manager or when funds settle in our bank account. We rely on our Automated Clearing House (ACH) provider to notify us that funds have settled for this purpose, which may differ from the time that cash is posted to our bank statement.
F-6
Investments in Equity Method Investees
If it is determined that we do not have a controlling interest in a joint venture through our financial interest in a VIE or through our voting interest in a voting interest entity and we have the ability to provide significant influence, the equity method of accounting is used. Under this method, the investment is originally recorded at cost and is adjusted for contributions, distributions, basis differences and to recognize our share of net earnings or losses of the affiliate as they occur, with losses limited to the extent of our investment in, advances to, and commitments to the investee. As of June 30, 2025 and December 31, 2024, we did not have any VIEs.
Distributions received from an equity method investee are recognized as a reduction in the carrying amount of the investment. If distributions are received from an equity method investee that would reduce the carrying amount of an equity method investment below zero, the Company evaluates the facts and circumstances of the distributions to determine the appropriate accounting for the excess distribution, including an evaluation of the source of the proceeds and implicit or explicit commitments to fund the equity method investee. The excess distribution is either recorded as a gain from equity method investee (presented within "Equity in earnings (losses)" on the consolidated statements of operations), or in instances where the source of proceeds is from financing activities where the Company is liable for the obligations of the investee or the Company has a significant commitment to fund the investee, the excess distribution would result in an equity method liability and the Company would continue to record its share of the equity method investee's earnings and losses. When the Company does not have a significant requirement to contribute additional capital over and above the original capital commitment and the carrying value of the investment in the unconsolidated venture is reduced to zero, the Company discontinues applying the equity method of accounting unless the venture has an expectation of an imminent return to profitability. If the venture subsequently reports net income, the equity method of accounting is resumed only after the Company's share of that net income equals the share of net losses or distributions not recognized during the period the equity method was suspended.
With regard to distributions from equity method investees, we utilize the cumulative earnings approach to determine whether distributions from equity method investments are returns on investment (cash inflow from operating activities) or returns of investment (cash inflow from investing activities). Using the cumulative earnings approach, the Company compares cumulative distributions received for each investment, less distributions received in prior periods that were determined to be returns of investment, with the Company's cumulative equity in earnings. Generally, cumulative distributions received that do not exceed cumulative equity in earnings represent returns on investment and cumulative distributions received in excess of the cumulative equity in earnings represent returns of investment.
The Company evaluates its investment in equity method investees for impairment whenever events or changes in circumstances indicate that there may be an other-than-temporary decline in value. If it is determined that an impairment exists and is other than temporary, then the Company estimates the fair value of the investment using various valuation techniques, including, but not limited to, discounted cash flow models, which consider inputs such as the Company's intent and ability to retain its investment in the entity, the financial condition and long-term prospects of the entity, and the expected term of the investment. If the Company determined any decline in value is other-than-temporary, the Company would recognize an impairment charge to reduce the carrying value of its investment to fair value. No impairment losses were recorded related to our investments in equity method investees for the six months ended June 30, 2025 and 2024.
Investments in Rental Real Estate Properties and Real Estate Held for Improvement
Our investments in rental real estate properties and real estate held for improvement may include the acquisition of unimproved land, homes, townhomes or condominiums, multifamily properties, or commercial office properties that are (i) held as rental properties or (ii) held for redevelopment or are in the process of being renovated.
In accordance with FASB ASC 805, Business Combinations, the Company first determines whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired does not constitute a business, the Company accounts for the transaction as an asset acquisition. The guidance for business combinations states that when substantially all of the fair value of the gross assets to be acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or set of assets is not a business. All property acquisitions to date have been accounted for as asset acquisitions.
Upon acquisition of a property, the Company assesses the fair value of acquired tangible and intangible assets (including land, building, site improvements, acquired in-place leases, above-market leases, and other identified intangible assets), intangible liabilities (including below-market leases), and assumed liabilities, and allocates the purchase price on a relative fair value basis (including capitalized acquisition costs) to the acquired assets and assumed liabilities. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. During this process, we also evaluate each investment for purposes of determining whether a property can be immediately rented (presented on the consolidated balance sheets as "Investments in rental real estate properties, net") or will need improvements or redevelopment (presented on the consolidated balance sheets as "Investments in real estate held for improvement").
F-7
The amortization of in-place leases is recorded to depreciation and amortization expense on the Company's consolidated statements of operations. The amortization of above- or below-market leases is recorded as an adjustment to rental revenue on the Company's consolidated statements of operations. We consider qualitative and quantitative factors in evaluating the likelihood of a tenant exercising a below-market renewal option and include such renewal options in the calculation of in-place lease value when we consider these to be bargain renewal options. If the value of below-market lease intangibles includes renewal option periods, we include such renewal periods in the amortization period utilized. If a tenant vacates its space prior to contractual termination of its lease, the unamortized balance of any lease intangibles is written off. In-place lease assets have been reflected within "Other assets, net" in our consolidated balance sheets.
For rental real estate properties, significant improvements are capitalized. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. We capitalize expenditures that improve or extend the life of a property and for certain furniture and fixtures additions.
For real estate held for improvement, we capitalize the costs of improvement as a component of our investment in each property. These include renovation costs and other capitalized costs associated with activities that are directly related to preparing a property for its intended use. Other costs may include interest, property taxes, property insurance, and utilities. The capitalization period associated with our improvement activities begins at such time that development activities commence and concludes at the time that a property is available to be rented or sold.
Costs capitalized in connection with rental real estate property acquisitions and improvement activities are depreciated over their estimated useful lives on a straight-line basis. The depreciation period commences upon the cessation of improvement related activities. For those costs capitalized in connection with rental real estate properties acquisitions and improvement activities and those capitalized on an ongoing basis, the useful lives range of the assets are as follows:
| Description | Depreciable Life | |
| Building and building improvements | 20 - 30 years | |
| Site improvements | 5 - 20 years | |
| Furniture, fixtures and equipment | 5 - 9 years | |
| Lease intangibles | Over lease term |
We evaluate our real estate properties for impairment when there is an event or change in circumstances that indicates an impaired value. If the carrying amount of the real estate investment is no longer recoverable and exceeds the fair value of such investment, an impairment loss is recognized. The impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. If the Company determines that an impairment has occurred, the affected assets are reduced to their fair value. During the six months ended June 30, 2025 and 2024, approximately $0 and $532,000 of such impairments were incurred. For further details, please see Note 4, Investments in Rental Real Estate Properties and Real Estate Held for Improvement.
Investments in Real Estate Held For Sale
From time to time, we may identify properties to be sold. At the time that any such properties are identified, we perform an evaluation to determine whether or not such properties should be classified as held for sale or presented as discontinued operations in accordance with U.S. GAAP.
Factors considered as part of our held for sale evaluation process include whether the following conditions have been met: (i) we have committed to a plan to sell a property that is immediately available for sale in its present condition;(ii) an active program to locate a buyer and other actions required to complete the plan to sell a property have been initiated; (iii) the sale of a property is probable within one year (generally determined based upon listing for sale); (iv) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (v) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. To the extent that these factors are all present, we discontinue depreciating the property, measure the property at the lower of its carrying amount or its fair value less estimated costs to sell, and present the property separately within "Investments in real estate held for sale" on our consolidated balance sheets. During the six months ended June 30, 2025 and 2024, we recognized a loss of approximately $0 and $35,000 related to one real estate investment that was reclassified to investments in real estate held for sale.
F-8
Share Redemptions
Share repurchases are recorded as a reduction of common share par value under our redemption plan, pursuant to which we may elect to redeem shares at the request of our members, subject to certain exceptions, conditions, and limitations. The maximum number of shares purchasable by us in any period depends on a number of factors and is at the discretion of our Manager.
The Company's redemption plan provides that on a quarterly basis, subject to certain exceptions, a member could obtain liquidity as described in detail in our Offering Circular. In the event that we amend, suspend, or terminate our redemption plan, we will file an offering circular supplement and/or Form 1-U, as appropriate, and post such information on our website to disclose such amendment.
Income Taxes
As a limited liability company, we have elected to be taxed as a C corporation. The Company has qualified for treatment each year as a REIT under the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2018, and intends to continue to operate as such. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company's annual REIT taxable income to its members (which is computed without regard to the distributions paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with U.S. GAAP). As a REIT, the Company generally will not be subject to U.S. federal income tax to the extent it distributes qualifying distributions to its members. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. No material provisions have been made for federal income taxes in the accompanying consolidated financial statements during the six months ended June 30, 2025 and 2024. No gross deferred tax assets or liabilities have been recorded as of June 30, 2025 and December 31, 2024.
As of June 30, 2025 and December 31, 2024, we elected to treat certain wholly-owned subsidiaries as QRSs. The QRSs are corporations that are wholly-owned by the Company and are disregarded for both federal and state income tax purposes. A corporation that is a QRS shall not be treated as a separate corporation, and all assets, liabilities, and items of income, deduction, and credit of a QRS shall be treated as assets, liabilities and such items (as the case may be) of the REIT.
As of June 30, 2025, the tax period for the taxable year ending December 31, 2021 and all tax periods following remain open to examination by the major taxing authorities in all jurisdictions where we are subject to taxation. For the open tax periods, the Company has no uncertain tax positions that would require recognition in the consolidated financial statements.
Revenue and Income Recognition
Rental revenue is recognized on a straight-line basis over the term of the lease. We periodically review the collectability of our tenant receivables and record an allowance for doubtful accounts for any estimated probable losses. Rental revenue is recorded net of bad debt expense in the consolidated financial statements.
Other revenue is recognized on an accrual basis and consists of utility reimbursements, damages, termination fees, administrative fees, and late fees.
Dividend income and distributions from investments are recorded on the ex-dividend date. Dividend income is recognized on an accrual basis and consists of dividends earned through our cash sweep bank account.
Real estate investment transactions are accounted for on the date of purchase or sale (trade date). Realized gains and losses on the sale of investments are calculated using the identified cost basis.
Recent Accounting Pronouncements
In July 2025, the FASB issued Accounting Standards Update ("ASU 2025-05"), Financial Instruments - Credit Losses (Topic 326), which provides a practical expedient for all entities and an accounting policy election for entities other than public business entities when estimating expected credit losses on trade receivables and contract assets arising from revenue transactions under Topic 606. The standard is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2025, with early adoption permitted. The Company is evaluating the standard to determine its impact on the Company's disclosures.
In May 2025, the FASB issued Accounting Standards Update ("ASU 2025-03"), Business Combinations (Topic 805) and Consolidation (Topic 810), which amends existing guidance for determining the accounting acquirer in a transaction primarily effected through the exchange of equity interests in which the legal acquiree is a VIE that meets the definition of a business. The standard is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the standard to determine its impact on the Company's disclosures.
F-9
In November 2024, the FASB issued Accounting Standards Update ("ASU 2024-03"), Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures, which requires disclosure within the notes to the financial statements of specified expense categories as well as qualitative descriptions for amounts not disaggregated quantitatively within expense captions on the income statement. The standard is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the standard to determine its impact on the Company's disclosures.
In January 2024, the Company adopted Accounting Standards Update 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280), which expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and are included in each reported measure of segment profit or loss. It also requires disclosure of the amount and composition of "other segment items", as well as interim disclosures of segment profit or loss and assets. These requirements apply to all public entities, including those with a single reportable segment. Adoption of the new standard affected financial statement disclosures only and did not impact the Company's financial position or results of operations.
| 3. | Investments in Equity Method Investees |
The table below presents the activity of the Company's investments in equity method investees as of and for the periods presented (amounts in thousands):
| Investments in Equity Method Investees: |
For the Six Months Ended June 30, 2025 |
For the Year Ended December 31, 2024 |
||||||
| Beginning balance | $ | 45,940 | $ | 44,944 | ||||
| Additional investments in equity method investees(2) | 401 | 5,748 | ||||||
| Distributions from equity method investees(2) | (8,340 | ) | (1,419 | ) | ||||
| Equity in earnings (losses) of equity method investees(1) | 6,852 | (3,333 | ) | |||||
| Ending balance | $ | 44,853 | $ | 45,940 | ||||
| (1) | On May 23, 2025, RSE Runaway Lakes Controlled Subsidiary sold one of its properties for a sales price of approximately $36.7 million. Proceeds from the sale totaled approximately $37.2 million. Our distribution received from the sale totaled approximately $8.0 million. As of June 30, 2025 and December 31, 2024, the RSE Runaway Lakes Controlled Subsidiary continues to own and operate an additional property. | |
| (2) | Includes non-cash reallocations of contributions and distributions to align ownership interests under the Company's TIC arrangements with related-party REITs. These reallocations are reflected as increases or decreases to the 'Due to related party' or 'Due from related party' accounts on the consolidated balance sheets, rather than through cash activity. |
As of June 30, 2025 and December 31, 2024, the Company's material investments in companies that are accounted for under the equity method of accounting consist of the following:
| (1) | A 90.0% non-controlling member interest in Runaway Lakes Land Partners, LLC, whose activities are carried out through the following wholly-owned assets: two garden-style multifamily properties, Runaway Bay and Twin Lakes, located in the Tampa, FL area. |
| (2) | A 51.0% non-controlling member interest in The Hamilton JV, LP, whose activities are carried out through the following wholly-owned asset: The Hamilton (formerly Windsor Park Apartments), a multifamily property in Hendersonville, TN. | |
| (3) | The contributions to National Lending, LLC ("National Lending") in exchange for ownership interests. As of June 30, 2025 and December 31, 2024, the carrying value of the Company's equity method investment in National Lending was approximately $10.3 million and $10.0 million, respectively. See Note 8, Related Party Arrangements for further information regarding National Lending. |
| (4) | A 85.0% non-controlling member interest in MP The Palmer, LLC, whose activities are carried out through the following wholly-owned asset: The Palmer, a multifamily property in Woodstock, GA. | |
| (5) | A 95% non-controlling member interest in FR-PC Parkland JV, LLC in connection with the Merger, whose activities are carried out through the following wholly-owned asset: Parkland at Orange Park, a garden-style multifamily complex in Orange Park, FL. | |
| (6) | In connection with the Tenancy-in-Common ("TIC") transactions (See Note 8, Related Party Arrangements, for further information regarding the TIC transactions), the Company invested approximately $4.1 million in the following equity method investment: |
| ● | a 25% non-controlling member interest in CNP 116, LLC, whose activities are carried out through the following wholly-owned asset: 5957 S Western Ave, a mixed use property located in Los Angeles, CA. |
F-10
The condensed financial position and results of operations of the Company's equity method investments for the periods presented are summarized below (amounts in thousands):
| Condensed balance sheet information: |
As of June 30, 2025 |
As of December 31, 2024 |
||||||
| Real estate assets, net | $ | 179,423 | $ | 206,145 | ||||
| Other assets (1) | 138,528 | 111,704 | ||||||
| Total assets | $ | 317,951 | $ | 317,849 | ||||
| Mortgage notes payable, net | $ | 175,758 | $ | 202,371 | ||||
| Other liabilities (2) | 46,333 | 25,371 | ||||||
| Equity | 95,860 | 90,107 | ||||||
| Total liabilities and equity | $ | 317,951 | $ | 317,849 | ||||
| Company's equity investment (3)(4) | $ | 44,853 | $ | 45,940 | ||||
| (1) | As of June 30, 2025 and December 31, 2024, approximately $113.2 million and $98.3 million of "Other assets" are promissory notes receivable from other eREITs held by the Company's equity method investment in National Lending, respectively. See Note 8, Related Party Arrangements for further information regarding National Lending. | |
| (2) | As of June 30, 2025 and December 31, 2024, approximately $42.1 million and $22.0 million of "Other liabilities" represent promissory notes issued from affiliated entities to National Lending, respectively. See Note 8, Related Party Arrangements for further information regarding National Lending. |
| (3) | The Company's equity investment includes amortization of basis differences recognized as of June 30, 2025 and December 31, 2024. | |
| (4) | On December 26, 2024, the Company acquired a 25% TIC interest in the CNP 116, LLC. |
| Condensed income statement information: |
For the Six Months Ended June 30, 2025 |
For the Six Months Ended June 30, 2024 |
||||||
| Total revenue | $ | 17,191 | $ | 17,103 | ||||
| Total expenses | 12,015 | 16,639 | ||||||
| Other income (expense) | 8,593 | - | ||||||
| Net income | $ | 13,769 | $ | 464 | ||||
| Company's equity in earnings (losses) of investee (1)(2) | $ | 6,852 | $ | (583 | ) | |||
| (1) | The Company's equity in earnings (losses) of investee includes amortization of basis differences recognized for the six months ended June 30, 2025 and 2024. | |
| (2) | The Company's equity in earnings of investee are inclusive of approximately $15,000 of gains resulting from distributions in excess of the Company's equity investment in The Hamilton JV, LP for the six months ended June 30, 2025. The Company's equity in losses of investee are inclusive of approximately $720,000 of gains resulting from distributions in excess of the Company's equity investment in Runaway Lakes Land Partners, LLC for the six months ended June 30, 2024. |
| 4. | Investments in Rental Real Estate Properties and Real Estate Held for Improvement |
As of June 30, 2025 and December 31, 2024, we held one and two rental real estate properties, respectively.
The following table presents the Company's investments in rental real estate properties (amounts in thousands):
|
As of June 30, 2025 |
As of December 31, 2024 |
|||||||
| Land | $ | 1,227 | $ | 6,219 | ||||
| Building and building improvements | 3,022 | 1,426 | ||||||
| Site improvements | - | 36 | ||||||
| Furniture, fixtures, and equipment | - | 1 | ||||||
| Total investment in rental real estate properties | $ | 4,249 | $ | 7,682 | ||||
| Less: accumulated depreciation | (33 | ) | (54 | ) | ||||
| Total investment in rental real estate properties, net | $ | 4,216 | $ | 7,628 | ||||
F-11
As of June 30, 2025 and December 31, 2024, the carrying amount of the rental real estate properties above included cumulative capitalized acquisition costs of approximately $41,000 and $33,000, respectively, which includes cumulative acquisition fees paid to our Sponsor of approximately $38,000 and $30,000, respectively.
For the six months ended June 30, 2025 and 2024, the Company recognized approximately $55,000 and $377,000, respectively, of depreciation expense on rental real estate properties. For the six months ended June 30, 2025 and 2024, approximately $74,000 and $352,000, respectively, of accumulated depreciation was reclassified from investments in rental real estate properties as a result of property transfers.
During the six months ended June 30, 2025, one property was transferred from real estate held for improvement into investments in rental real estate properties for approximately $4.2 million as the Company has completed development of the property and it is now available to be leased. During the year ended December 31, 2024, one property was transferred from real estate held for sale into investments in rental real estate properties as the Company no longer anticipates the sale of the property is probable within one year. The Company recognized an impairment loss of approximately $532,000 during the six months ended June 30, 2024 to write down its carrying value of approximately $4.7 million to its estimated fair value of approximately $4.1 million as of June 30, 2024.
Two real estate investments were sold during the six months ended June 30, 2025. The first, RSE Z20 Controlled Subsidiary, was sold for a gross sales price of approximately $4.6 million. Net proceeds from the sale, after prorations and selling costs, totaled approximately $4.5 million and the Company recognized a gain of approximately $362,000. The second, RSE R45 Controlled Subsidiary, was sold for a gross sales price of approximately $4.4 million. Net proceeds from the sale, after prorations and selling costs, totaled approximately $3.9 million and the Company recognized a loss of approximately $30,000. One real estate investment was sold for a gross sales price of approximately $11.9 million during the six months ended June 30, 2024. Net proceeds from the sale, after prorations and selling costs, totaled approximately $11.4 million and the Company recognized a loss of approximately $1.8 million.
As of June 30, 2025 and December 31, 2024, we had invested in one real estate property held for improvement.
The following table presents the Company's investments in real estate held for improvement (amounts in thousands):
|
As of June 30, 2025 |
As of December 31, 2024 |
|||||||
| Land | $ | 2,096 | $ | 1,227 | ||||
| Building and building improvements | 1,452 | 2,894 | ||||||
| Work in progress | 37 | 41 | ||||||
| Total investment in real estate held for improvement | $ | 3,585 | $ | 4,162 | ||||
During the six months ended June 30, 2025, one real estate investment was reclassified from investments in rental real estate properties to investments in real estate held for improvement on the consolidated balance sheets for approximately $3.6 million. During the year ended December 31, 2024, one real estate investment was reclassified from investments in rental real estate properties to investments in real estate held for improvement on the consolidated balance sheets for approximately $4.2 million.
As of June 30, 2025 and December 31, 2024, real estate held for improvement included capitalized costs of approximately $33,000 and $41,000, respectively, which includes cumulative acquisition fees paid to the Sponsor of approximately $30,000 and $38,000, respectively.
| 5. | Investments in Real Estate Held for Sale |
As of June 30, 2025 and December 31, 2024, we held zero and one investment in real estate held for sale, respectively.
The following table presents the Company's investments in real estate held for sale (amounts in thousands):
|
As of June 30, 2025 |
As of December 31, 2024 |
|||||||
| Land | $ | - | $ | 3,017 | ||||
| Building and building improvements | - | 999 | ||||||
| Site improvements | - | - | ||||||
| Total tangible investment in real estate held for sale | $ | - | $ | 4,016 | ||||
| In-place lease assets, net | - | 46 | ||||||
| Above market lease intangible asset, net | - | 140 | ||||||
| Total investment in real estate held for sale | $ | - | $ | 4,202 | ||||
F-12
During the year ended December 31, 2024, one real estate investment was reclassified from investments in rental real estate properties to investments in real estate held for sale on the consolidated balance sheets for approximately $4.2 million. The reclassification to held for sale resulted in an approximately $529,000 loss related to one of the properties where the carrying amount exceeded the property's fair value less estimated costs to sell.
As of December 31, 2024, investments in real estate held for sale included capitalized acquisition costs of approximately $147,000, which includes cumulative acquisition fees paid to the Sponsor of approximately $49,000.
| 6. | Distributions |
Distributions are calculated based on members of record each day during the distribution periods. During the six months ended June 30, 2025 and the year ended December 31, 2024, the Company's total distributions declared to members, the Sponsor, and its affiliates were approximately $101,000 and $249,000, respectively. Of these amounts, approximately $0 in distributions were declared to related parties during the six months ended June 30, 2025 and the year ended December 31, 2024. Of the distributions declared during the six months ended June 30, 2025 and the year ended December 31, 2024, approximately $53,000 and $196,000, respectively, were paid. Approximately $48,000 and $53,000 remained payable as of June 30, 2025 and December 31, 2024, respectively.
| 7. | Fair Value of Financial Instruments |
We are required to disclose an estimate of the fair value of our financial instruments for which it is practicable to estimate the value. U.S. GAAP defines the fair value as the price that the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. For certain of our financial instruments, fair values are not readily available since there are no active trading markets as characterized by current exchanges by willing parties.
We determine the fair value of certain investments in accordance with the fair value hierarchy that requires an entity to maximize the use of observable inputs. The fair value hierarchy includes the following three levels based on the objectivity of the inputs, which were used for categorizing the assets or liabilities for which fair value is being measured and reported:
Level 1 - Quoted market prices in active markets for identical assets or liabilities.
Level 2 - Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs).
Level 3 - Valuation generated from model-based techniques that use inputs that are significant and unobservable in the market. These unobservable assumptions reflect estimates of inputs that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow methodologies or similar techniques, which incorporate management's own estimates of assumptions that market participants would use in pricing the instrument or valuations that require significant management judgment or estimation.
The net carrying amount of cash and cash equivalents, restricted cash, contractual receivables, other assets, and promissory notes to related parties reported in the consolidated balance sheets approximates fair value because of the short maturity of these instruments.
| 8. | Related Party Arrangements |
Fundrise Advisors, LLC, Manager
The Manager and certain affiliates of the Manager will receive fees and compensation in connection with the Company's Offering, and the acquisition, management and sale of the Company's real estate investments.
The Company will also reimburse the Manager for actual expenses incurred on behalf of the Company in connection with the selection, acquisition or origination of an investment, to the extent not reimbursed by the borrower in connection with our debt investments, whether or not the Company ultimately acquires or originates the investment. The Company will reimburse the Manager for out-of-pocket expenses paid to third parties in connection with providing services to the Company. This does not include the Manager's overhead, employee costs borne by the Manager, or utility costs. Expense reimbursements payable to the Manager also may include expenses incurred by the Sponsor in the performance of services pursuant to a shared services agreement between the Manager and the Sponsor (the "Shared Services Agreement"), including any increases in insurance attributable to the management or operation of the Company. For the six months ended June 30, 2025 and 2024, the Manager incurred approximately $4,000 and $3,000 of operational costs on our behalf, respectively. As of June 30, 2025 and December 31, 2024, approximately $1,000 were due and payable.
F-13
The Company will pay the Manager a quarterly investment management fee of one-fourth of 0.85% of our net asset value ("NAV") at the end of each quarter. This rate is determined by our Manager in its sole discretion, but cannot exceed an annualized rate of 1.00%. In addition, the Manager may in its sole discretion waive its investment management fee, in whole or in part. The Manager will forfeit any portion of the investment management fee that is waived.
Accordingly, during the six months ended June 30, 2025 and 2024, we incurred investment management fees of approximately $481,000 and $576,000, respectively, and as of June 30, 2025 and December 31, 2024, approximately $235,000 and $255,000, respectively, of investment management fees were payable to the Manager.
The Company may be charged by the Manager a development management fee of 5.00% of total development costs, excluding property. However, such development fee is only intended to be charged if it is net of a fee being charged by the developer of the direct equity investment project or if there is no outside developer of the direct equity investment project. Our Manager may, in its sole discretion, waive its development management fee, in whole or in part. The Manager will forfeit any portion of the development management fee that is waived. For the six months ended June 30, 2025 and 2024, the Company incurred approximately $0 and $3,000 of development fees, respectively. As of June 30, 2025 and December 31, 2024, approximately $0 were due and payable.
Additionally, the Company is required to pay the Manager for servicing any non-performing asset. The Company is required to reimburse the Manager for actual expenses incurred on our behalf in connection with the special servicing of non-performing assets. The Manager will determine, in its sole discretion, whether an asset is non-performing. As of June 30, 2025 and December 31, 2024, the Manager has not designated any asset as non-performing and no special servicing fees were incurred or paid to the Manager.
The Company will also reimburse the Manager for actual expenses incurred on our behalf in connection with the liquidation of any of our equity investments in real estate. For the six months ended June 30, 2025 and 2024, no disposition fees have been incurred. Accordingly, as of June 30, 2025 and December 31, 2024, no disposition fees were payable to the Manager.
Fundrise Lending, LLC
As an alternative means of acquiring loans or other investments for which we do not yet have sufficient funds, and in order to comply with certain state lending requirements, Fundrise Lending, LLC, a wholly-owned subsidiary of our Sponsor, or its affiliates may close and fund a loan or other investment prior to it being acquired by us. This allows us the flexibility to deploy our offering proceeds as funds are raised. We then will acquire such investment at a price equal to the fair market value of the loan or other investment (including reimbursements for servicing fees and accrued interest, if any), so there is no mark-up (or mark-down) at the time of our acquisition. During the six months ended June 30, 2025 and 2024, the Company did not purchase any investments that were owned by Fundrise Lending, LLC.
For situations where our Sponsor, Manager or their affiliates have a conflict of interest with us that is not otherwise covered by an existing policy we have adopted or a transaction is deemed to be a "principal transaction", the Manager has appointed an independent representative (the "Independent Representative") to protect the interests of the members and review and approve such transactions. Any compensation payable to the Independent Representative for serving in such capacity on our behalf will be payable by us. Principal transactions are defined as transactions between our Sponsor, Manager or their affiliates, on the one hand, and us or one of our subsidiaries, on the other hand. Our Manager is only authorized to execute principal transactions with the prior approval of the Independent Representative and in accordance with applicable law. Such prior approval may include but not be limited to pricing methodology for the acquisition of assets and/or liabilities for which there are no readily observable market prices.
Fundrise, L.P.
Fundrise, L.P. is a member of the Company and held 10,332 shares as of June 30, 2025 and December 31, 2024. One of our Sponsor's wholly-owned subsidiaries is the general partner of Fundrise, L.P.
Rise Companies Corp., Member and Sponsor
Rise Companies Corp. is a member of the Company and held 916 shares as of June 30, 2025 and December 31, 2024.
For the six months ended June 30, 2025 and 2024, the Sponsor incurred approximately $35,000 and $38,000 of operational costs on our behalf, in connection with the Shared Services Agreement. As of June 30, 2025 and December 31, 2024, approximately $17,000 and $8,000 of operational costs were due and payable, respectively.
F-14
National Lending, LLC
Our Manager formed a self-sustaining lending entity, National Lending, which is financed by certain of the real estate investment trusts ("eREITs") and other investment vehicles (the "Funds") managed by our Manager and affiliated with our Sponsor, including the Company. The Sponsor became the manager of National Lending effective June 18, 2025, but does not hold any equity interest in National Lending. Prior to this change, an independent manager managed National Lending under a management agreement at a market rate. The Sponsor is not compensated for its role as manager. Each eREIT or Fund contributes an amount to National Lending in exchange for ownership interests. The current effective operating agreement with National Lending requires each eREIT or Fund maintain a capital contribution amount of 5% of its assets under management, which is measured on a semi-annual basis (January 15th and July 15th). As of June 30, 2025 and December 31, 2024, the Company has contributed approximately $8.5 million for a 12.4% and 12.6% ownership in National Lending, respectively. See Note 3, Investments in Equity Method Investees for further information regarding the Company's ownership interests in National Lending.
National Lending may provide short-term bridge financing through promissory notes to any of the eREITs or Funds who have contributed to it in order to maintain greater liquidity and better finance such eREIT's or Fund's individual real estate investment strategies. Any promissory note bears a market rate of interest. National Lending may also obtain a promissory note from any of these eREITs in order to secure short-term bridge financing.
The following is a summary of the promissory notes issued by National Lending to the Company during the six months ended June 30, 2025 and during the year ended December 31, 2024, and remaining outstanding balances as of June 30, 2025 and December 31, 2024 (dollar amounts in thousands):
| Note |
Maximum Principal Balance |
Interest Rate | Maturity Date |
Balance at June 30, 2025 |
Balance at December 31, 2024 |
||||||||||||||||
| 2024 - A(1) | $ | 5,000 | 6.50 | % | 12/31/2024 | $ | - | $ | - | ||||||||||||
| 2024 - B(2) | $ | 5,000 | 6.50 | % | 03/28/2025 | $ | - | $ | - | ||||||||||||
| 2024 - C(3) | $ | 4,100 | 6.50 | % | 06/28/2025 | $ | - | $ | - | ||||||||||||
| 2024 - D(4) | $ | 5,000 | 5.75 | % | 09/30/2025 | $ | - | $ | - | ||||||||||||
| 2025 - E(5) | $ | 2,400 | 6.00 | % | 12/31/2025 | $ | - | $ | - | ||||||||||||
| 2025 - F(6) | $ | 3,200 | 5.50 | % | 04/03/2026 | $ | - | $ | - | ||||||||||||
| Total | $ | - | $ | - | |||||||||||||||||
| (1) | Promissory note 2024-A was executed with National Lending for a maximum principal amount of $5.0 million. During the year ended December 31, 2024, the Company's total draw down on this promissory note was $4.8 million. The Company repaid the $4.8 million outstanding loan balance and all accrued interest as of December 31, 2024. | |
| (2) | Promissory note 2024-B was executed with National Lending for a maximum principal amount of $5.0 million. During the year ended December 31, 2024, the Company's total draw down on this promissory note was $5.0 million. The Company repaid the $5.0 million outstanding loan balance and all accrued interest as of December 31, 2024. | |
| (3) | Promissory note 2024-C was executed with National Lending for a maximum principal amount of $4.1 million. During the year ended December 31, 2024, the Company's total draw down on this promissory note was $4.0 million. The Company repaid the $4.0 million outstanding loan balance and all accrued interest as of December 31, 2024. | |
| (4) | Promissory note 2024-D was executed with National Lending for a maximum principal amount of $5.0 million. During the year ended December 31, 2024, the Company's total draw down on this promissory note was $4.1 million. The Company repaid the $4.1 million outstanding loan balance and all accrued interest as of December 31, 2024. | |
| (5) | Promissory note 2025-E was executed with National Lending for a maximum principal amount of $2.4 million. During the six months ended June 30, 2025, the Company's total draw down on this promissory note was $2.4 million. The Company repaid the $2.4 million outstanding loan balance and all accrued interest as of June 30, 2025. | |
| (6) | Promissory note 2025-F was executed with National Lending for a maximum principal amount of $3.2 million. During the six months ended June 30, 2025, the Company's total draw down on this promissory note was $2.7 million. The Company repaid the $2.7 million outstanding loan balance and all accrued interest as of June 30, 2025. |
For the six months ended June 30, 2025 and 2024, the Company incurred approximately $55,000 and $123,000, respectively, in interest expense on promissory notes with National Lending. As of June 30, 2025 and December 31, 2024, we had no outstanding accrued interest payable to National Lending.
F-15
TIC Arrangements with Affiliate REITs
In December 2024, the Company entered into a TIC arrangement with REITs managed by our Manager and affiliated with our Sponsor. Under the terms of the TIC arrangement, the Company and the affiliate REITs hold undivided ownership interests in a mixed-use property located in Los Angeles, CA. The TIC arrangement allows each owner to independently own a specified interest in the property while sharing in the income and expenses associated with the property in proportion to their ownership interests. As of June 30, 2025, the Company continued to hold its interest in the TIC arrangement and did not enter into any additional similar transactions during the period.
| 9. | Economic Dependency |
Under various agreements, the Company has engaged or will engage our Manager and its affiliates to provide certain services that are essential to the Company, including asset management services, asset acquisition and disposition decisions, the sale of the Company's common shares available for issue, as well as other administrative responsibilities for the Company including accounting services and investor relations. The Manager in turn has entered into the Shared Services Agreement to assist the Manager in providing such services. As a result of these relationships, the Company is dependent upon our Manager and its affiliates. In the event that these companies were unable to provide the Company with the respective services, the Company would be required to find alternative providers of these services.
| 10. | Commitments and Contingencies |
Guarantees
The Company has entered into two guarantee agreements in connection with a senior secured mortgage loan facility extended to several underlying real estate properties owned by certain entities affiliated with or managed by the Manager, collectively, the "Borrowers". Under the terms of the loan agreement, the Company, alongside other entities affiliated with or managed by the Manager, has provided guarantees of certain obligations of the Borrowers, through the date of the loan's initial maturity, July 9, 2027, in addition to any subsequent borrower-elected maturity extensions. Consistent with the Company's investment strategy in utilizing leverage to enhance total shareholder return, these guarantees were provided to enhance the credit profile of the Borrowers, facilitate access to more favorable financing terms, and obtain leverage to support its investment activities.
The Company is a springing guarantor with a liability limitation, and therefore would only be responsible for the portion of the guarantees allocated to the other eREIT involved in the guarantee agreements if the other eREIT were to fail to pay its pro-rata share of the guarantees within 30 days after demand from the lender, or if the other eREIT were to become involved in a bankruptcy petition or similar proceeding.
The Company's obligations as a guarantor include a springing recourse guarantee covering standard lender protection clauses. In the remote likelihood of wrongful action by the Borrowers, and failure of the other eREIT to pay its allocation of the guarantee, the Company would be liable for repayment of only the other eREIT's pro-rata share of all indebtedness under the loan. As of June 30, 2025, the maximum potential amount of future payments under this guarantee were approximately $120.7 million, which represents the Company's maximum exposure in the event of default by the Borrowers and failure of the other eREIT to pay its allocation of the guarantee. This amount could rise to approximately $124.2 million, if the loan facility is fully drawn upon.
Additionally, the Company is subject to a guarantee of interest and carry costs (the "Carry Guaranty"), which includes all interest payments due, any minimum return amounts, any interest due at the default rate, and any required deposits into the interest and carry reserve account, if the other eREIT were to fail to pay its allocation of the guarantee. The Carry Guaranty is subject to termination upon the earliest of either (i) the full repayment of indebtedness, (ii) a valid tender, or (iii) the date that the underlying real estate properties achieve a debt yield of at least eight percent (8%) for two consecutive fiscal quarters. As of June 30, 2025, none of these termination conditions had been met, and the Carry Guaranty remained active. As of June 30, 2025, the maximum potential amount of future payments under this guarantee were approximately $18.6 million, which represents the Company's maximum interest payments through initial maturity date, assuming full Borrower default and failure of the other eREIT to pay its allocation of the guarantee. As of June 30, 2025, no property sales have occurred that would result in a minimum return payment, no default interest is due, and the interest and carry reserve account is fully funded.
Based on current information and analysis, we believe the likelihood of the Company being required to perform under the guarantees is remote and that no material liability exists as of the reporting date. Accordingly, as of June 30, 2025, no liability has been recorded in the consolidated financial statements. We will continue to monitor the financial condition and performance of the Borrowers and will reassess the need to record a liability if future events or circumstances indicate a probable loss.
The loan agreement contains various financial and non-financial covenants. Included in these covenants are general net worth requirements for the Company as one of the loan agreement's carve-out guarantors. The loan agreement also contains a requirement for quarterly monitoring of the named co-borrowers' debt yield ratio. If the co-borrowers do not meet these quarterly minimum compliance requirements, they will enter into a trigger period as defined in the loan agreement, in which control of funds will shift to the lender and disbursement of such funds will be applied in accordance with the cash management agreement per the loan terms. As of June 30, 2025, the Company and co-borrowers were in compliance with these covenants.
F-16
Legal Proceedings
As of the date of the consolidated financial statements we are not currently named as a defendant in any active or pending material litigation. However, it is possible that the Company could become involved in various litigation matters arising in the ordinary course of our business. Although we are unable to predict with certainty the eventual outcome of any litigation, management is not aware of any litigation likely to occur that we currently assess as being significant to us.
| 11. | Segment Reporting |
The Company operates as a single reportable segment. The management committee of Fundrise Advisors, LLC, our Manager, acts as the Company's CODM, assessing performance and making decisions about resource allocation. The CODM determined that the Company operates a single reportable segment based on the fact that the CODM monitors the operating results of the Company as a whole and that the Company's long-term strategic asset allocation is pre-determined in accordance with the terms of its offering circular, based on a defined investment strategy. The financial information, including information about the Company's significant revenues and expenses, that is provided to and reviewed by the CODM is consistent with that presented within the Company's consolidated financial statements. Total expenses and total other expenses, as disclosed in the consolidated financial statements, represent the CODM's measure of significant expenses for all segments. The CODM uses this financial information to evaluate the Company's overall performance and investment returns, supporting decisions on acquisitions, dispositions, and distributions. Refer to the consolidated statements of operations in our consolidated financial statements for further detail on our total revenue, total expenses, and net consolidated income or loss. No single shareholder accounts for more than 10% of the Company's total revenue. All of the Company's real estate investments are located within the United States and all revenues are derived from U.S.-based operations.
| 12. | Subsequent Events |
In connection with the preparation of the accompanying financial statements, we have evaluated events and transactions occurring through September 18, 2025, for potential recognition or disclosure and noted no items requiring adjustments of the financial statements or additional disclosures.
F-17
| Item 4. | Exhibits |
INDEX OF EXHIBITS
|
Exhibit No. |
Description | |
| 2.1* | Certificate of Formation (incorporated by reference to the copy thereof filed as Exhibit 2.1 to the Company's Offering Circular on Form 1-A/A filed on August 15, 2018) | |
| 2.2* | Certificate of Amendment (incorporated by reference to the copy thereof filed as Exhibit 2.2 to the Company's Offering Circular on Form 1-A/A filed on August 15, 2018) | |
| 2.3* | Form of Second Amended and Restated Limited Liability Company Agreement (incorporated by reference to the copy thereof filed as Exhibit 2.4 to the Company's Offering Circular on Form 1-A/A filed on August 15, 2018) | |
| 4.1* | Form of Subscription Package (incorporated by reference to Appendix C of the Company's Offering Circular on Form 1-A POS filed on May 19, 2021) | |
| 6.1* | Form of License Agreement between Fundrise Growth eREIT II, LLC and Fundrise, LLC (incorporated by reference to the copy thereof filed as Exhibit 6.1 to the Company's Offering Circular on Form 1-A/A filed on August 15, 2018) | |
| 6.2* | Form of Shared Services Agreement between Rise Companies Corp. and Fundrise Advisors, LLC (incorporated by reference to the copy thereof filed as Exhibit 6.3 to the Company's Offering Circular on Form 1-A/A filed on August 15, 2018) | |
| 6.3* | Form of Agreement of Merger and Plan of Reorganization between Fundrise Growth eREIT II, LLC and Fundrise Growth eREIT VI, LLC (incorporated by reference to the copy thereof filed as Exhibit 6.3 to the Company's Offering Circular on Form 1-A filed on July 8, 2022) |
* Previously filed
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SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on September 18, 2025.
| Fundrise Growth eREIT II, LLC | ||||
| By: | Fundrise Advisors, LLC, a Delaware limited liability company, its Manager | |||
| By: | /s/ Benjamin S. Miller | |||
| Name: | Benjamin S. Miller | |||
| Title: | Chief Executive Officer | |||
Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Benjamin S. Miller | Chief Executive Officer of | September 18, 2025 | ||
| Benjamin S. Miller | Fundrise Advisors, LLC | |||
| (Principal Executive Officer) | ||||
| /s/ Alison A. Staloch | Chief Financial Officer of | September 18, 2025 | ||
| Alison A. Staloch | Fundrise Advisors, LLC | |||
| (Principal Financial Officer and | ||||
| Principal Accounting Officer) |
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