Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 7, 2026, in connection with the at the market offering program through which MacKenzie Realty Capital, Inc. (the "Company") may sell up to $20,000,000 of shares of the Company's common stock, $0.0001 par value per share (the "Common Shares"), from time to time, the Company entered into an amendment ("Amendment") to the Equity Distribution Agreement (the "Distribution Agreement") with Maxim Group LLC (the "Agent").

In accordance with the terms of the Amendment, the Distribution Agreement will now terminate upon the earlier of (1) the issuance and sale of all of the Common Shares subject to the Distribution Agreement, (2) termination of the Distribution Agreement by the Company or the Agent with 15 days written notice, or (3) July 15, 2027.

The Common Shares sold under the Distribution Agreement will be offered and sold pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-283478) filed with the Securities and Exchange Commission (the "SEC") on November 26, 2024, including the amendments to the Company's shelf registration statement on Form S-3/A filed with the SEC on December 23, 2024 and January 10, 2025, which was declared effective by the SEC on January 15, 2025, a base prospectus dated January 15, 2025 and a prospectus supplement filed with the SEC on January 15, 2025. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Common Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The foregoing description of the material terms of the Amendment to the Distribution Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment a copy of which is filed as Exhibit 1.1 to this report and incorporated herein by reference.