Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On December 29, 2025, the Board of Directors of Mackenzie Realty Capital, Inc. (the "Company") unanimously approved, effective January 1, 2026, an amendment to the Advisory Management Agreement with MacKenzie Real Estate Advisers, LP (the "Real Estate Adviser").

The terms of the Amended Advisory Management Agreement with the Real Estate Adviser provide that the Company will pay a Base Management Fee equal to 1.25% of its Gross Assets Under Management, not including depreciation and amortization. The Amendment also replaces the Subordinated Incentive Fee with a Bonus Management Fee equal to 5% of the adjusted funds from operations ("AFFO") each quarter, eliminate the Acquisition Fee, and provide for a rolling five-year term and fees for non-renewal or termination for reasons other than for cause. Unlike many other non-traded REITs and smaller publicly traded REITs, the Company will not pay any Acquisition Fees, Debt Financing Fees, or Disposition Fees to the Real Estate Adviser.

A copy of the Amendment to the Advisory Management Agreement is attached as Exhibit 10.22 to this Current Report on Form 8-K.