AEI Income & Growth Fund 25 LLC

05/13/2026 | Press release | Distributed by Public on 05/13/2026 14:48

Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2026
Commission File Number: 000-50609
AEI INCOME & GROWTH FUND 25 LLC
(Exact name of registrant as specified in its charter)
State of Delaware
75-3074973
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
30 East 7th Street, Suite 1300
St. Paul, Minnesota 55101
(651) 227-7333
(Address of principal executive offices)
(Registrant's telephone number)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
NONE
NONE
NONE
Securities registered pursuant to Section 12(g) of the Act:
Limited Liability Company Units
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☐ Large accelerated filer
☐ Accelerated filer
☒ Non-accelerated filer
☒ Smaller reporting company
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of May 13, 2026 there were 34,445.28 Units of limited membership interest outstanding and owned by nonaffiliates of the registrant.
AEI INCOME & GROWTH FUND 25 LLC
INDEX
Page
Part I - Financial Information
Item 1.
Condensed Financial Statements (unaudited):
Balance Sheets as of March 31, 2026 and December 31, 2025
3
Statements for the Periods ended March 31, 2026 and 2025:
Income
4
Cash Flows
5
Changes in Members' Equity
6
Condensed Notes to Financial Statements
7 - 9
Item 2.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
9 - 14
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
14
Item 4.
Controls and Procedures
15
Part II - Other Information
Item 1.
Legal Proceedings
15
Item 1A.
Risk Factors
15
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
16
Item 3.
Defaults Upon Senior Securities
16
Item 4.
Mine Safety Disclosures
16
Item 5.
Other Information
16
Item 6.
Exhibits
17
Signatures
17
2
AEI INCOME & GROWTH FUND 25 LLC
BALANCE SHEETS
ASSETS
March 31,
December 31,
2026
2025
(unaudited)
Current Assets:
Cash
$
5,740,172
$
4,226,789
Total Current Assets
5,740,172
4,226,789
Real Estate Investments:
Land
2,066,647
3,367,004
Buildings
7,326,619
11,135,426
Acquired Intangible Lease Assets
2,036,116
2,178,056
Real Estate Held for Investment, at Cost
11,429,382
16,680,486
Accumulated Depreciation and Amortization
(4,019,789)
(6,517,534)
Real Estate Held for Investment, Net
7,409,593
10,162,952
Real Estate Held for Sale
1,065,848
0
Total Real Estate Investments
8,475,441
10,162,952
Total Assets
$
14,215,613
$
14,389,741
LIABILITIES AND MEMBERS' EQUITY
Current Liabilities:
Payable to AEI Fund Management, Inc.
$
178,262
$
188,468
Distributions Payable
4,528,909
3,019,998
Unearned Rent
44,850
44,850
Total Current Liabilities
4,752,021
3,253,316
Members' Equity:
Managing Members
27,309
21,820
Limited Members - 50,000 Units authorized;
34,670.60 Units issued and outstanding
as of 3/31/2026 and 12/31/2025
9,436,283
11,114,605
Total Members' Equity
9,463,592
11,136,425
Total Liabilities and Members' Equity
$
14,215,613
$
14,389,741
The accompanying Condensed Notes to Financial Statements are an integral part of these statements.
3
AEI INCOME & GROWTH FUND 25 LLC
STATEMENTS OF INCOME
(unaudited)
Three Months Ended March 31
2026
2025
Rental Income
$
293,467
$
427,854
Expenses:
LLC Administration - Affiliates
48,534
52,332
LLC Administration and Property
Management - Unrelated Parties
45,363
55,213
Depreciation and Amortization
111,735
156,455
Total Expenses
205,632
264,000
Operating Income
87,835
163,854
Other Income:
Gain on Sale of Real Estate
2,756,128
1,238,455
Interest Income
12,113
10,298
Total Other Income
2,768,241
1,248,753
Net Income
$
2,856,076
$
1,412,607
Net Income Allocated:
Managing Members
$
55,498
$
21,499
Limited Members
2,800,578
1,391,108
Total
$
2,856,076
$
1,412,607
Net Income per LLC Unit
$
80.78
$
37.61
Weighted Average Units Outstanding -
Basic and Diluted
34,671
36,986
The accompanying Condensed Notes to Financial Statements are an integral part of these statements.
4
AEI INCOME & GROWTH FUND 25 LLC
STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended March 31
2026
2025
Cash Flows from Operating Activities:
Net Income
$
2,856,076
$
1,412,607
Adjustments to Reconcile Net Income
To Net Cash Provided by Operating Activities:
Depreciation and Amortization
127,303
172,024
Gain on Sale of Real Estate
(2,756,128)
(1,238,455)
Increase (Decrease) in Payable to
AEI Fund Management, Inc.
(10,206)
25,901
Increase (Decrease) in Unearned Rent
0
(13,913)
Total Adjustments
(2,639,031)
(1,054,443)
Net Cash Provided By (Used For)
Operating Activities
217,045
358,164
Cash Flows from Investing Activities:
Investments in Real Estate
(100,000)
0
Proceeds from Sale of Real Estate
4,416,336
2,018,418
Net Cash Provided By (Used For)
Investing Activities
4,316,336
2,018,418
Cash Flows from Financing Activities:
Distributions Paid to Members
(3,019,998)
(278,351)
Net Increase in Cash
1,513,383
2,098,231
Cash, beginning of period
4,226,789
1,697,116
Cash, end of period
$
5,740,172
$
3,795,347
The accompanying Condensed Notes to Financial Statements are an integral part of these statements.
5
AEI INCOME & GROWTH FUND 25 LLC
STATEMENTS OF CHANGES IN MEMBERS' EQUITY
(unaudited)
Managing Members
Limited Members
Total
Limited Member Units Outstanding
Balance, December 31, 2024
$
(803)
$
15,410,792
$
15,409,989
36,986.36
Distributions Declared
(8,350)
(270,001)
(278,351)
Net Income
21,499
1,391,108
1,412,607
Balance, March 31, 2025
$
12,346
$
16,531,899
$
16,544,245
36,986.36
Balance, December 31, 2025
$
21,820
$
11,114,605
$
11,136,425
34,670.60
Distributions Declared
(50,009)
(4,478,900)
(4,528,909)
Net Income
55,498
2,800,578
2,856,076
Balance, March 31, 2026
$
27,309
$
9,436,283
$
9,463,592
34,670.60
The accompanying Condensed Notes to Financial Statements are an integral part of these statements.
6
AEI INCOME & GROWTH FUND 25 LLC
CONDENSED NOTES TO FINANCIAL STATEMENTS
March 31, 2026
(unaudited)
(1) Basis of Presentation -
The condensed financial statements included herein have been prepared by the registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of operations for the interim period, on a basis consistent with the annual audited financial statements. The adjustments made to these condensed financial statements consist only of normal recurring adjustments. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP) have been condensed or omitted pursuant to such rules and regulations, although the registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in the registrant's latest annual report on Form 10-K.
(2) Organization -
AEI Income & Growth Fund 25 LLC (the "Company"), a Limited Liability Company, was formed on June 24, 2002 to acquire and lease commercial properties to operating tenants. The Company's operations are managed by AEI Fund Management XXI, Inc. ("AFM"), the Managing Member. Robert P. Johnson, the previous Chief Executive Officer and sole director of AFM, served as the Special Managing Member until his withdrawal date effective March 31, 2020. AFM is a wholly owned subsidiary of AEI Capital Corporation ("ACC"). The Credit Trust fbo of Patricia Johnson and Patricia Johnson owned a majority interest in ACC, prior to the shares being equally transferred on March 10, 2026 to Marni Nygard and Paula Tillett. AEI Fund Management, Inc. ("AEI"), an affiliate of AFM, performs the administrative and operating functions for the Company.
Pursuant to Section 12.1(f) of the Operating Agreement, the Managing Member can liquidate the Company upon the sale or other disposition of all or substantially all of its assets. The Managing Member has decided to begin the final liquidation process by disposing of its assets in accordance with the terms of the Operating Agreement.
(3) Recently Adopted Accounting Pronouncements -
No new accounting standards issued or proposed by the Financial Accounting Standards Board are currently applicable to the Company or are expected to have a significant impact on the Company's financial position, results of operations and cash flows.
7
AEI INCOME & GROWTH FUND 25 LLC
CONDENSED NOTES TO FINANCIAL STATEMENTS
(4) Real Estate Investments -
On March 31, 2025, the Company closed the sale of its 60% interest in the Jared Jewelry in Auburn Hills, Michigan to an unrelated third party. The Company received net proceeds of $2,018,418, which resulted in a net gain of $1,238,455. At the time of sale, the cost and related accumulated depreciation was $2,199,067 and $1,419,104, respectively.
In February 2026, the Company entered into an agreement with the tenant of the Tractor Supply Company store in Canton, Mississippi to extend the lease term ten years commencing on June 1, 2028 and expiring on May 31, 2038. Annual rent will increase to $254,100 for the first five years of the extended term and to $266,805 for the final five years. As part of the agreement, the Company paid a tenant improvement allowance of $100,000, which is recorded within acquired intangible lease assets on the balance sheet and will be amortized over the lease term.
On March 10, 2026, the Company sold its 100% interest in Jared Jewelry store in Concord, New Hampshire to AEI National Income Property Fund VII LP and AEI Net Lease Income Fund 36 LP, affiliates of the Company. The purchase price of the property interest was based upon the property's fair market value as determined by an independent, third-party, commercial property appraiser. The Company received net proceeds of $4,416,336, which resulted in a net gain of $2,756,128. At the time of the sale, the cost and related accumulated depreciation and amortization was $4,157,634 and $2,497,426, respectively.
On May 8, 2026, the Company sold its 100% interest in University of Iowa Health Facility in Riverside, Iowa to AEI Healthcare Fund LLC, an affiliate of the Company. The purchase price of the property interest was based upon the property's fair market value as determined by an independent, third-party, commercial property appraiser. The Company received net proceeds of $1,187,959, which resulted in a net gain of $122,111. At the time of the sale, the cost and related accumulated depreciation and amortization was $1,193,470 and $127,622, respectively. The property is classified as Real Estate Held for Sale as of March 31, 2026 with a carrying value of approximately $1,066,000.
(5) Payable to AEI Fund Management, Inc. -
AEI Fund Management, Inc. performs the administrative and operating functions for the Company. The payable to AEI Fund Management represents the balance due for those services. This balance is non-interest bearing and unsecured and is to be paid in the normal course of business.
8
AEI INCOME & GROWTH FUND 25 LLC
CONDENSED NOTES TO FINANCIAL STATEMENTS
(6) Members' Equity -
For the three months ended March 31, 2026 and 2025, the Company declared distributions of $4,528,909 and $278,351, respectively. The Limited Members were allocated declared distributions of $4,478,900 and $270,001 and the Managing Members were allocated declared distributions of $50,009 and $8,350 for the periods ended March 31, 2026 and 2025, respectively. The Limited Members' declared distributions represented $129.18 and $7.30 per LLC Unit outstanding using 34,671 and 36,986 weighted average Units for the three months ended March 31, 2026 and 2025, respectively. The declared distributions represented $80.78 and $7.30 per Unit of Net Income and $48.40 and $0 per Unit of return of contributed capital for the three months ended March 31, 2026 and 2025, respectively.
(7) Fair Value Measurements -
At March 31, 2026 and December 31, 2025, the Company had no financial assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
This section contains "forward-looking statements" which represent management's expectations or beliefs concerning future events, including statements regarding anticipated application of cash, expected returns from rental income, growth in revenue, the sufficiency of cash to meet operating expenses, rates of distribution, and other matters. These, and other forward-looking statements, should be evaluated in the context of a number of factors that may affect the Company's financial condition and results of operations, including the following:
-
Market and economic conditions which affect the value of the properties the Company owns and the cash from rental income such properties generate;
-
the federal income tax consequences of rental income, deductions, gain on sales and other items and the effects of these consequences for Members;
-
resolution by the Managing Members of conflicts with which they may be confronted;
-
the success of the Managing Members of locating properties with favorable risk return characteristics;
-
the effect of tenant defaults; and
-
the condition of the industries in which the tenants of properties owned by the Company operate.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
Application of Critical Accounting Policies
The Company's financial statements have been prepared in accordance with US GAAP. Preparing the financial statements requires management to use judgment in the application of these accounting policies, including making estimates and assumptions. These judgments will affect the reported amounts of the Company's assets and liabilities and the disclosure of contingent assets and liabilities as of the dates of the financial statements and will affect the reported amounts of revenue and expenses during the reporting periods. It is possible that the carrying amount of the Company's assets and liabilities, or the results of reported operations, would be affected if management's estimates or assumptions prove inaccurate.
Management of the Company evaluates the following accounting estimates on an ongoing basis, and has discussed the development and selection of these estimates and the management discussion and analysis disclosures regarding them with the Managing Member of the Company.
Allocation of Purchase Price of Acquired Properties
Upon acquisition of real properties, the Company records them in the financial statements at cost. The purchase price is allocated to tangible assets, consisting of land and building, and to identified intangible assets and liabilities, which may include the value of above market and below market in-place leases. The allocation of the purchase price is based upon the relative fair value of each component of the property. Although independent appraisals may be used to assist in the determination of fair value, in many cases these values will be based upon management's assessment of each property, the selling prices of comparable properties and the discounted value of cash flows from the asset.
The fair values of above market and below market in-place leases will be recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) an estimate of fair market lease rates for the corresponding in-place leases measured over a period equal to the non-cancelable term of the lease including any bargain renewal periods. The above market and below market lease values will be capitalized as intangible lease assets or liabilities. Above market lease values will be amortized on a straight-line basis as an adjustment of rental income over the remaining term of the respective leases. Below market lease values will be amortized on a straight-line basis as an adjustment of rental income over the remaining term of the respective leases, including any bargain renewal periods. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market and below market in-place lease values relating to that lease would be recorded as an adjustment to rental income.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
The fair values of in-place leases will include estimated direct costs associated with obtaining a new tenant, and opportunity costs associated with lost rentals which are avoided by acquiring an in-place lease. Direct costs associated with obtaining a new tenant may include commissions, tenant improvements, and other direct costs and are estimated, in part, by management's consideration of current market costs to execute a similar lease. These direct costs will be included in intangible lease assets on the balance sheet and will be amortized on a straight-line basis to expense over the remaining term of the respective leases. The value of opportunity costs will be calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These intangibles will be included in intangible lease assets on the balance sheet and will be amortized on a straight-line basis to expense over the remaining term of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.
The determination of the relative fair values of the assets and liabilities acquired will require the use of significant assumptions with regard to the current market rental rates, rental growth rates, discount and capitalization rates, interest rates and other variables. If management's estimates or assumptions prove inaccurate, the result would be an inaccurate allocation of purchase price, which could impact the amount of reported net income.
Carrying Value of Properties
Properties are carried at original cost, less accumulated depreciation and amortization. The Company tests long-lived assets for recoverability when events or changes in circumstances indicate that the carrying value may not be recoverable. For properties the Company will hold and operate, management determines whether impairment has occurred by comparing the property's probability-weighted future undiscounted cash flows to its current carrying value. For properties held for sale, management determines whether impairment has occurred by comparing the property's estimated fair value less cost to sell to its current carrying value. If the carrying value is greater than the net realizable value, an impairment loss is recorded to reduce the carrying value of the property to its net realizable value. Changes in these assumptions or analysis may cause material changes in the carrying value of the properties.
Allocation of Expenses
AEI Fund Management, Inc. allocates expenses to each of the funds they manage primarily on the basis of the number of hours devoted by their employees to each fund's affairs. They also allocate expenses at the end of each month that are not directly related to a fund's operations based upon the number of investors in the fund and the fund's capitalization relative to other funds they manage. The Company reimburses these expenses subject to detailed limitations contained in the Operating Agreement.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
Factors Which May Influence Results of Operations
The Company is not aware of any material trends or uncertainties, other than national economic conditions affecting real estate generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues and investment property value. However, due to the current economic factors, higher interest rates, and inflation in the U.S. and globally, our tenants and operating partners may be impacted.
Results of Operations
For the three months ended March 31, 2026 and 2025, the Company recognized rental income of $293,467 and $427,854, respectively. Rental income decreased due to the disposition of three properties in 2025 and one property in 2026. Based on the scheduled rent for the properties owned as of April 30, 2026, the Company expects to recognize rental income of approximately $919,000 in 2026.
For the three months ended March 31, 2026 and 2025, the Company incurred LLC administration expenses from affiliated parties of $48,534 and $52,332, respectively. These administration expenses include costs associated with the management of the properties, processing distributions, reporting requirements and communicating with the Limited Members. During the same periods, the Company incurred LLC administration and property management expenses from unrelated parties of $45,363 and $55,213, respectively. These expenses represent direct payments to third parties for legal and filing fees, direct administrative costs, outside audit costs, taxes, insurance and other property costs. These expenses were lower in 2026, when compared to 2025, mainly due to fewer properties being managed as the Fund is in the final liquidation process.
On March 31, 2025, the Company closed the sale of its 60% interest in the Jared Jewelry in Auburn Hills, Michigan to an unrelated third party. The Company received net proceeds of $2,018,418, which resulted in a net gain of $1,238,455. At the time of sale, the cost and related accumulated depreciation was $2,199,067 and $1,419,104, respectively.
On May 8, 2026, the Company sold its 100% interest in University of Iowa Health Facility in Riverside, Iowa to AEI Healthcare Fund LLC, an affiliate of the Company. The purchase price of the property interest was based upon the property's fair market value as determined by an independent, third-party, commercial property appraiser. The Company received net proceeds of $1,187,959, which resulted in a net gain of $122,111. At the time of the sale, the cost and related accumulated depreciation and amortization was $1,193,470 and $127,622, respectively. The property is classified as Real Estate Held for Sale as of March 31, 2026 with a carrying value of approximately $1,066,000.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
On March 10, 2026, the Company sold its 100% interest in Jared Jewelry store in Concord, New Hampshire to AEI National Income Property Fund VII LP and AEI Net Lease Income Fund 36 LP, affiliates of the Company. The purchase price of the property interest was based upon the property's fair market value as determined by an independent, third-party, commercial property appraiser. The Company received net proceeds of $4,416,336, which resulted in a net gain of $2,756,128. At the time of the sale, the cost and related accumulated depreciation and amortization was $4,157,634 and $2,497,426, respectively.
For the three months ended March 31, 2026 and 2025, the Company recognized interest income of $12,113 and $10,298, respectively.
Management believes inflation has not significantly affected income from operations. Leases may contain rent increases, based on the increase in the Consumer Price Index over a specified period, which will result in an increase in rental income over the term of the leases. Inflation also may cause the real estate to appreciate in value. However, inflation and changing prices may have an adverse impact on the operating margins of the properties' tenants, which could impair their ability to pay rent and subsequently reduce the Net Cash Flow available for distributions.
Liquidity and Capital Resources
During the three months ended March 31, 2026, the Company's cash balances increased $1,513,383 primarily as a result of cash received from the sale of real estate, which was partially offset by investments in real estate and distributions paid to Members in excess of cash generated from operating activities. During the three months ended March 31, 2025, the Company's cash balances increased $2,098,231 primarily as a result of cash received from the sale of real estate, which was partially offset by distributions paid to Members.
Net cash provided by operating activities decreased from $358,164 in the three months ended March 31, 2025 to $217,045 in the three months ended March 31, 2026 as a result of a decrease in rental income. This was partially offset by an increase in interest income and a decrease in LLC administration expenses in 2025.
The major components of the Company's cash flow from investing activities are investments in real estate and proceeds from the sale of real estate. During the three months ended March 31, 2026, the Company generated cash flow from the sale of real estate of $4,416,336 and expended $100,000 to invest in real estate. During the three months ended March 31, 2025, the Company generated cash flow from the sale of real estate of $2,018,418.
In February 2026, the Company entered into an agreement with the tenant of the Tractor Supply Company store in Canton, Mississippi to extend the lease term ten years commencing on June 1, 2028 and expiring on May 31, 2038. Annual rent will increase to $254,100 for the first five years of the extended term and to $266,805 for the final five years. As part of the agreement, the Company paid a tenant improvement allowance of $100,000, which is recorded within acquired intangible lease assets on the balance sheet and will be amortized over the lease term.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
The Company's primary use of cash flow, other than investment in real estate, is distribution payments to Members and cash used to repurchase Units. The Company declares its regular quarterly distributions before the end of each quarter and pays the distribution in the first week after the end of each quarter. The Company attempts to maintain a stable distribution rate from quarter to quarter. The Company may repurchase tendered Units on April 1st and October 1st of each year subject to limitations.
For the three months ended March 31, 2026 and 2025, the Company declared distributions of $4,528,909 and $278,351, respectively. Pursuant to the Operating Agreement, distributions of Net Cash Flow are to be allocated 97% to the Limited Members and 3% to the Managing Members. Distributions of Net Proceeds of Sale are to be allocated 99% to the Limited Members and 1% to the Managing Members. The Limited Members were allocated declared distributions of $4,478,900 and $270,001 for the periods ended March 31, 2026 and 2025 respectively. The Managing Members were allocated declared distributions of $50,009 and $8,350 for the periods ended March 31, 2026 and 2025, respectively.
The Company may repurchase Units from Limited Members who have tendered their Units to the Company. Such Units may be acquired at a discount. The Company will not be obligated to purchase in any year more than 2% of the total number of Units outstanding on January 1 of such year. In no event shall the Company be obligated to purchase Units if, in the sole discretion of the Managing Member, such purchase would impair the capital or operation of the Company. During the three months ended March 31, 2026 and 2025, the Company did not repurchase any Units from the Limited Members.
The continuing rent payments from the properties, together with cash generated from property sales, should be adequate to fund continuing distributions and meet other Company obligations on both a short-term and long-term basis.
Off-Balance Sheet Arrangements
As of March 31, 2026 and December 31, 2025, the Company had no material off-balance sheet arrangements that had or are reasonably likely to have current or future effects on its financial condition, results of operations, liquidity or capital resources.
ITEM 3. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required for a smaller reporting company.
14
ITEM 4. CONTROLS AND PROCEDURES.
(a) Disclosure Controls and Procedures.
Under the supervision and with the participation of management, including its President and Chief Financial Officer, the Managing Member of the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based upon that evaluation, the President and Chief Financial Officer of the Managing Member concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to management, including the President and Chief Financial Officer of the Managing Member, in a manner that allows timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting.
Effective April 30, 2026, there was a change in the Company's internal control over financial reporting related to the transition of the principal financial officer role following the separation of the former Chief Financial Officer, Keith Petersen. Kristin Waddell was hired as the Chief Financial Officer effective May 4, 2026.
During the most recent period covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no material pending legal proceedings to which the Company is a party or of which the Company's property is subject.
ITEM 1A. RISK FACTORS.
Not required for a smaller reporting company.
15
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES & USE OF PROCEEDS
a) None.
(b) Not applicable.
(c) Pursuant to Section 7.7 of the Operating Agreement, each Limited Member has the right to present Units to the Company for purchase by submitting notice to the Managing Member during January or July of each year. The purchase price of the Units is equal to 80% of the net asset value per Unit, as of the first business day of January or July of each year, as determined by the Managing Member in accordance with the provisions of the Operating Agreement. Units tendered to the Company during January and July may be repurchased on April 1st and October 1st, respectively, of each year subject to the following limitations. The Company will not be obligated to purchase in any year more than 2% of the total number of Units outstanding on January 1 of such year. In no event shall the Company be obligated to purchase Units if, in the sole discretion of the Managing Member, such purchase would impair the capital or operation of the Company. During the period covered by this report, the Company did not purchase any Units.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
ITEM 5. OTHER INFORMATION.
None.
16
ITEM 6. EXHIBITS.
31.1
Certification of President of Managing Member pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer of Managing Member pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.
32
Certification of President and Chief Financial Officer of Managing Member pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: May 13, 2026
AEI Income & Growth Fund 25 LLC
By:
AEI Fund Management XXI, Inc.
Its:
Managing Member
By:
/s/ Marni J. Nygard
Marni J. Nygard
President
(Principal Executive Officer)
By:
/s/ Kristin R. Waddell
Kristin R. Waddell
Chief Financial Officer
(Principal Accounting Officer)
17
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