Special Semiannual Financial Report under Regulation A (Form 1-SA)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-SA

☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A

or

☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A

For the fiscal semiannual period ended JUNE 30, 2026
REI CAPITAL GROWTH LLC
(Exact name of issuer as specified in its charter)
DELAWARE		82-2584996
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
970 SUMMER STREET, STAMFORD, CONNECTICUT 06905
(Full mailing address of principal executive offices)
203-834-1292
(Issuer's telephone number, including area code)

Table of Contents

		Page
Item 1.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3
Item 2.	Other Information	5
Item 3.	Financial Statements	5
Item 4.	Exhibits	6
Signatures		7

In this Semiannual Report, the terms "REI Capital Growth LLC", "REICG", "we," or "the Company" refer to REI Capital Growth LLC.

Additionally, the terms "REI Capital Management, LLC", "REICM", the "Sponsor", or the "Manager" refer to REI Capital Management, LLC.

This report may contain forward-looking statements and information relating to, among other things, the Company, its business plan and strategy, and its industry. These forward-looking statements are based on the beliefs of, assumptions made by, and information currently available to the Company's management. When used in this report, the words "estimate", "project", "believe", "anticipate", "intend", "expect", and similar expressions are intended to identify forward-looking statements, which constitute forward-looking statements. These statements reflect management's current views with respect to future events and are subject to risks and uncertainties that could cause the Company's actual results to differ materially from those contained in the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.

Item 1.

Management's Discussion and Analysis of Financial Condition and Results of Operations

REI Capital Growth LLC and our wholly owned subsidiary PHAT Holding LLC are Delaware limited liability companies formed in November 2018. The Company was formed primarily to acquire multi-tenant, stabilized, open-air commercial centers throughout the United States that it will hold through our Subsidiary, a real estate operating entity. The open-air commercial centers targeted by the Company are anchored or in close proximity to large traditional retailers (e.g., grocery stores, home improvement centers) and tenanted by local business that are integral to the community (e.g., national, regional, local restaurants, hair salons, cleaners, and other service-oriented businesses). The Fund will either directly or through special purpose vehicles ("SPV"s), which will be owned and controlled by the Fund, make investments in commercial properties identified by the Manager and primarily consisting of multi-tenant stabilized open-air shopping centers generating current cash flow in target markets throughout the United States. The identified properties will be currently generating positive cash flow after capital and ordinary expenditures. "Target Properties" will have triple-net leases and be no less than 80% leased at acquisition. The Fund may also take any action incidental and conducive to the furtherance of the aforementioned purposes. The Fund will invest all net proceeds of this Offering and all annual net returns of the Fund Asset Portfolio into the Fund Asset Portfolio and the management thereof.

As of the date of filing, the Company remains in a start-up phase whereby all its activities are directed to bringing a valid and formative offering of its securities to market. Current activities are predominantly focused upon finalizing a proprietary Global Retail Investor Portal (the "GRIP"), which is in the final testing stages with implementation foreseeable in the near term, that will provide the Company's investors a seamless streamlined means to make and manage their individual investments. To date, the Sponsor has advanced all funds for all expenses incurred by the Company.

Management's activities have been focused on bringing a unique real estate investment fund to market, which provides a commercial real estate ("CRE") growth opportunity to individual unaccredited retail and accredited (e.g., high net worth, institutional) investors alike. REI Capital Growth LLC's offering under and in accordance with the U.S. Securities and Exchange Commission ("SEC") Regulation A - Tier 2 was qualified (i.e., effective) on November 14, 2024. Following qualification and to date, Management has been finalizing its development of the GRIP, its completely integrated, multi-functional proprietary application and testing and finalizing its go-to market strategy. The GRIP is designed to (i) unilaterally bring the Company's offering directly to individual and institutional market investors, (ii) receive investor capital investments on a global basis, without the need for intermediaries, and in compliance with existing laws, rules and regulations, (iii) simultaneously synchronize investor capital contributions with its registered transfer agent, (iv) provide investors a secure and direct means to access, review, and manage their investment and receive Company information (i.e., investor relations), and (v) interface with the Company's systems. The GRIP is and has been designed to seamlessly integrate with the Company's enterprise resource planning ("ERP") and customer relationship management ("CRM") programs. The GRIP and the applicable marketing strategy are in the final stages of testing and are expected to be fully implemented in the near term.

During the semiannual period ended June 30, 2026 and the year ended December 31, 2025; the Company has continued to receive advances from REI Capital Management, LLC, its Sponsor.

Following is a discussion of the changes that have occurred during the semiannual period ended June 30, 2026 compared to the year ended December 31, 2025 and the semiannual period ended June 30, 2025.

Financial Condition

Cash

During the semiannual period ended June 30, 2026, cash on-hand increased $12 or approximately two basis points over the year ended December 31, 2025, primarily due to interest earned on funds maintained on balance.

Prepaid expenses

At June 30, 2026, prepaid expenses decreased $8,282 or 17% from the year ended December 31, 2025. The decrease in prepaid expenses is primarily due to the periodic amortization of deferred expenses over the period during which the services are received by the Company, approximately $10,149, offset by $1,867 of expenses incurred and deferred during the semiannual period ended June 30, 2026. The expenses are primarily related to filing fees (e.g., State renewals, statutory representation), transfer agent fees, and Software-as-a-Service ("SaaS") subscription services.

Finite lived intangible assets

Finite lived intangible assets consist of programming and testing expenses for the GRIP. As of June 30, 2026, the amount of capitalized software costs for development and testing of the GRIP increased $22,973 or 20% over capitalized software costs at December 31, 2025. The increase is primarily attributable to the continued programming of the CRM component of the GRIP and increased intensity related to completing the application programming and testing pre-implementation.

Accrued expenses

The increase in Accrued expenses of $21,591 or 9% for the period from December 31, 2025 to June 30, 2026 is primarily attributable to capitalized software development costs related to the GRIP.

Due to sponsor

REI Capital Management, LLC, the Sponsor, continues to advance predominantly one hundred percent of all expenses and costs incurred by REICG. The increase in Due to Sponsor from December 31, 2025 to June 30, 2026 of $72,091 or 7% is attributable to the Sponsor's continued advances.

Results of Operations

Legal and professional services

Legal and professional services increased $5,508 or 11% during the semiannual period ended June 30, 2026 compared to the semi-annual period ended June 30, 2025. The increase is primarily attributable to compliance costs associated with the Company's on-going efforts.

Office expenses

Office expenses decreased $133 or 1% during the semiannual period ended June 30, 2026 compared to the semiannual period ended June 30, 2025, which decrease is primarily attributable to expiring or cancelled SaaS services associated with the Company's development and implementation of the GRIP and internal processes.

Filing fees

Filing fees increased $5,744 or 376% during the semiannual period ended June 30, 2026 compared to the semiannual period ended June 30, 2025, which increase is primarily attributable to $6,081 in state security registration fees recognized for the right to sell the Company's securities within such states that is offset by $337 of decreases in statutory filing and franchise state tax fees.

Advertising and marketing

Advertising and marketing costs decreased during the semiannual period ended June 30, 2026 from the semiannual period ended June 30, 2025 by $38,861 or 86%, which decrease is predominantly attributable to realigning the Company's focus to complete its programming efforts and intensify its attention on raising capital with the assistance of an investment banker and securities broker, while reducing its advertising and marketing expenses to an amount necessary to maintain its established media presence and testing of its marketing strategy.

Item 2.

Other Information

None

Item 3.

Financial Statements

	Page
Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025	F-1
Consolidated Statements of Operations for the six-months ended June 30, 2026 and 2025 (Unaudited)	F-2
Consolidated Statements of Changes in Members' Deficit for the six-months ended June 30, 2026 and 2025 (Unaudited)	F-3
Consolidated Statements of Cash Flows for the six-months ended June 30, 2026 and 2025 (Unaudited)	F-4
Notes to Consolidated Financial Statements as of and for the six-months ended June 30, 2026 and the year ended December 31, 2025	F-5

Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025

		June 30, 2026 (unaudited)				December 31, 2025
Assets
Current Assets
Cash		$	6,709			$	6,697
Prepaid expenses			41,507				49,789
Total Current assets			48,216				56,486
Finite lived intangible assets			135,781				112,808
Total Assets		$	183,997			$	169,294
Liabilities and Members' Deficit
Current Liabilities
Accrued expenses		$	253,486			$	231,895
Due to sponsor			1,037,359				965,268
Total Liabilities			1,290,845				1,197,163
Commitments and Contingencies
Members' Deficit
Members' capital			201				201
Stock purchase commitment			6,500				6,500
Additional paid-in-capital			(9	)			(9	)
Accumulated deficit			(1,113,540	)			(1,034,561	)
Total Members' Deficit			(1,106,848	)			(1,027,869	)
Total Liabilities and Members' Deficit		$	183,997			$	169,294

The accompanying notes are an integral component to these unaudited consolidated financial statements.

Consolidated Statements of Operations (Unaudited)

		Six-months ended June 30,
		2026				2025
Revenues
Revenues from rental properties, net		$	-			$	-
Total Revenues			-				-
Expenses
Start-up Expenses
Legal and professional services			54,973				49,465
Office expenses			10,338				10,471
Filing fees			7,271				1,527
Advertising and marketing			6,397				45,258
Total Start-up Expenses			78,979				106,721
Total Expenses			78,979				106,721
Net Loss		$	(78,979	)		$	(106,721	)

The accompanying notes are an integral component to these unaudited consolidated financial statements.

Consolidated Statements of Changes in Members' Deficit (Unaudited)

		Members' Capital				Stock Purchase Commitment				Additional Paid-in-Capital				Accumulated Deficit				Members' Deficit
Balance - December 31, 2024		$	200			$	2,000			$	-			$	(845,726	)		$	(843,526	)
Capital contribution			1				-				-				-				1
Stock purchase commitment			-				4,000				-				-				4,000
Net loss			-				-				-				(106,721	)			(106,721	)
Balance - June 30, 2025 (unaudited)		$	201			$	6,000			$	-			$	(952,447	)		$	(946,246	)
Balance - December 31, 2025		$	201			$	6,500			$	(9	)		$	(1,034,561	)		$	(1,027,869	)
Net loss			-				-				-				(78,979	)			(78,979	)
Balance - June 30, 2026 (unaudited)		$	201			$	6,500			$	(9	)		$	(1,113,540	)		$	(1,106,848	)

The accompanying notes are an integral component to these unaudited consolidated financial statements.

Consolidated Statements of Cash Flows (Unaudited)

		Six-months ended June 30,
		2026				2025
Cash flows from operating activities:
Net loss		$	(78,979	)		$	(106,721	)
Adjustments to reconcile net loss to net cash from operating activities:
Changes in operating assets and liabilities:
Decrease in Prepaid expenses			8,282				5,908
Increase in Accrued expenses			9,109				49,812
Increase in Due to sponsor			72,091				72,654
Net cash provided by (used in) operating activities			10,503				21,653
Cash flows from investing activities:
Payments for capitalized software development costs			(10,491	)			(21,642	)
Net cash used in by investing activities			(10,491	)			(21,642	)
Cash flows from financing activities:
Stock purchase commitment received			-				4,000
Capital contribution			-				1
Net cash provided by financing activities			-				4,001
Net increase in Cash			12				4,012
Cash - beginning of period			6,697				2,184
Cash - end of period		$	6,709			$	6,196
Supplemental information:
Interest paid		$	-			$	-
Income taxes paid		$	-			$	-
Supplemental non-cash activity:
Capitalized software development costs		$	22,973			$	(21,457	)
Accrued expenses		$	(22,973	)		$	21,457

The accompanying notes are an integral component to these unaudited consolidated financial statements.

Notes to Unaudited Consolidated Financial Statements

1.	Business and Organization

REI Capital Growth LLC ("REICG") and its wholly owned subsidiary PHAT Holding LLC ("PHAT") (collectively, the "Company" or the "Fund", unless otherwise indicated by context) are Delaware limited liability companies formed in November 2018. REICG was formed primarily to acquire multi-tenant, stabilized, open-air commercial centers throughout the United States of America (the "U.S.") that it will hold through its subsidiary PHAT, a real estate operating entity. The open-air commercial centers targeted by the Company are anchored or in close proximity to large traditional retailers (e.g., grocery stores, home improvement centers) and tenanted by local business that are integral to the community (e.g., national, regional, local restaurants, hair salons, cleaners, and other service-oriented businesses).

The Company is currently in process of attracting investors to fund its vision of providing securities in a real estate holding company. During the period preceding the current six-month period ended June 30, 2025 and to date, the Company's sponsor, REI Capital Management, LLC ("REICM" or the "Sponsor") invested time and effort in developing a strategy of continual real estate investment in order to provide investors the opportunity potentially to realize stable and attractive returns through net asset value real estate portfolio growth. Likewise, the Sponsor anticipates providing liquidity to investors through a share-repurchasing program and the future development of secondary securities markets.

2.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of REICG and PHAT. All inter-company transactions and balances have been eliminated in consolidation. These consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), as issued by the Financial Accounting Standards Board (the "FASB") and published in the Accounting Standards Codification (the "ASC") thereby. In accordance with U.S. GAAP and rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") regarding interim financial reporting, interim financial statements may and generally condense or omit certain information and disclosures that are required in annual financial statements. However, given the current nature and status of the Company, these unaudited interim financial statements contain all such required information and disclosures applicable to the Company's annual financial statements.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires certain estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure 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 may differ from those estimates.

The Company is in a start-up phase during which all its activities have been and are dedicated to developing, creating, and offering an investment opportunity to the public. The Sponsor has funded all expenses and such funding is considered advances to be repaid once sufficient cash flows are generated from the real estate portfolio in excess of cash operating requirements and reserves. The Company anticipates that the start-up phase of operations will continue until the initial offering of the Company's securities is completed.

Notes to Unaudited Consolidated Financial Statements (cont.)

Segment Reporting

The Company anticipates that it will have a single reportable segment for financial reporting purposes, in accordance with U.S. GAAP, based on the evaluation of acquired properties as independent stand-alone operations, rather than distinguishing the future portfolio of properties by principal business or geographically grouping activities. Significant performance metrics will include net asset value of the overall real estate portfolio and the amount of cash flow generated for reinvestment.

Subsequent Events

The Company evaluated subsequent events through August 14, 2026, the date the unaudited Consolidated Financial Statements were issued and determined that there were no such events requiring recognition or disclosure in the unaudited Consolidated Financial Statements.

3.

Summary of Significant Accounting Policies

In order to better inform the reader of anticipated future business operations, Management has included significant accounting policies for accounts and transactions that may have not existed or occurred as of and for the six-months ended June 30, 2026 and 2025 or the year ended December 31, 2025.

Real Estate and Finite Lived Intangible Assets

Acquired real estate assets will be accounted for at cost, less accumulated depreciation and amortization. On acquiring real estate operating properties, the Company will estimate fair values of acquired tangible assets (e.g., land, building, improvements) and identified intangible assets and liabilities (e.g., above- or below-market leases, in-place leases, tenant relationships - - as applicable), and assumed debt, if any, based on evaluation of circumstances, market conditions, and information available at the time. Fair value will be based primarily on the market approach of valuation, contemplating the price to be received or value of consideration transferred in an orderly transaction for the sale of assets or transfer or assumption of a liability, respectively, by unrelated market participants at the measurement date. Acquisitions of operating properties will be considered asset acquisitions for which associated acquisition costs will be capitalized.

Allocation of the consideration transferred to acquire identified intangible assets and assume liabilities (e.g., above- and below-market leases) will be determined based on the present value of the excess or deficiency between contractual amounts to be paid, including fixed rate below-market renewal options, in accordance with existing leases and an estimate of market lease rates and other lease provisions (e.g., base rental changes, expense reimbursements) measured over a period equal to an estimate of the remaining lease terms. Capitalized above- or below-market intangible balances will be amortized to rental income over the estimated remaining terms of the respective leases, including expected exercised renewal option periods for below-market leases. The Company does not anticipate assuming mortgage debt on acquired properties, however, to the extent mortgage debt is assumed or acquired subject to discounts or premiums; such will be amortized to interest expense over the remaining term of the associated debt instrument, in order to achieve a constant rate of interest (i.e., the interest method).

Notes to Unaudited Consolidated Financial Statements (cont.)

The Company will consider existing market conditions and costs to execute similar contracts to develop an estimate of carrying costs during the expected leasing period from vacant to existing occupancy in determining the value of in-place leases. Carrying cost estimates generally include real estate taxes, insurance, other operating costs, estimates of unrealized rental revenues during leasing periods, costs to execute similar leases, including commissions, legal and other professional fees, and other expenses based on current market demand. Any value allocated to in-place leases and tenant relationships will be amortized over the estimated remaining term of the underlying lease. In the case a lease was to be terminated prior to its contractual expiration, any unamortized costs relating to such lease will be written-off.

The following table presents a summary of asset categories that the Company may obtain or take possession of including future real estate assets as well as other assets. The summary is not intended to be all-inclusive, but only to provide an indication of assets the Company generally contemplates acquiring. The straight-line method of depreciation and amortization will be applied over the following estimated useful lives of the underlying asset:

		Useful Life (Years)
Category		Minimum				Maximum
Land			-				-
Buildings			-				50		1
Building Improvements			-				50		1
Leasehold Improvements			-				-		2
Tenant Improvements			-				-		2
Furniture and Fixtures			3				5		3
Identified Intangible Assets - Finite Lived			-				-		4

1	Buildings and building improvements will be depreciated over their estimated useful lives not to exceed fifty years.
2	Leasehold and tenant improvements, to the extent acquired, will be amortized over the lesser of the asset's estimated useful life or the term of the lease.
3	Furniture and Fixtures will be depreciated over their estimated useful lives, generally not to exceed five years.
4	Identified finite lived intangible assets will be amortized over the lesser of their estimated useful lives or the remaining contractual term relating to the asset.
	For further information, refer to the Share-based Compensation Non-Employees footnote disclosure.

Notes to Unaudited Consolidated Financial Statements (cont.)

The useful lives of depreciable assets, including but not limited to real estate assets and such assets to be redeveloped in future periods, will be periodically assessed to determine if the estimated useful lives require revision to properly reflect the recoverable period of the asset's carrying value, which changes in estimate, if any, will be accounted for on a prospective basis. Significant renovations and replacements, which improve or extend the life of an asset, will be capitalized. Expenditures for maintenance, repairs, and demolition costs will be charged to operations as incurred.

Finite lived intangible asset useful lives will be periodically evaluated and assessed to determine if the estimated useful lives are appropriate. Any changes to a finite lived intangible asset's useful life will be accounted for prospectively.

Impairment of real estate portfolio properties, including any related amortizable intangible asset or liability and other applicable assets will be continually assessed by the Company to determine if any indicators infer that the asset has been impaired. Indicators may include a specific property's operating performance, general market conditions, and changes in anticipated holding periods. Property value will be considered impaired under the condition that the Company's estimated fair value is less than the property's carrying value. Fair value will be estimated primarily based on (i) discounted cash flow models for the specific property over its remaining holding period, (ii) third-party appraisals, or (iii) estimated sales price and/or the consideration indicated by a signed contract or accepted letter of intent, if the property has been designated for sale. Impairment is recognized on properties and assets held for use as the excess of the carrying value of the asset over the property's or other assets' expected undiscounted cash flows or assessed fair value, which results in the property or asset being written-down to its estimated fair value. Estimated fair values that are based on discounted cash flow models consider all estimated cash in- and -outflows over a specified holding period. Capitalization and discount rates that are utilized in such models are generally based on unobservable rates that the Company, based on experience and available information, believes are within a reasonable range of existing market rates. Additionally, such cash flow models will consider factors such as expected future net operating income, prospects, market trends, the effects of demand, competition for commercial space (i.e., supply), and other factors. Recognized impairment will be included in the Consolidated Statements of Operations as a current expense and the asset's carrying amount will be reduced to reflect its indicated fair value.

Cash and Cash Equivalents

The Company currently has demand deposits held with a financial institution, which cash balance was funded by the Sponsor and/or received from investor capital stock purchase commitments, which share issuance is pending. In the future, the Company anticipates holding cash equivalents, in addition to its cash balances, which cash equivalents will be defined as highly liquid investments that are readily convertible to known amounts of cash and that have original maturities to the Company of three months or less. Cash equivalents, due to their short-term nature, present an insignificant risk of change in value caused by fluctuation in market rates of interest and, therefore, the carrying value of cash and cash equivalent balances is considered to reflect fair value.

Notes to Unaudited Consolidated Financial Statements (cont.)

Leases - Lessor

Accounting for lease and non-lease components of rental contracts will be done in accordance with ASC Topic 842 Leases. Non-lease components of a real estate rental may include items such as common area maintenance charges and expense reimbursements paid by tenants.

ASC Topic 842 Leases defines initial direct costs as the incremental costs that would not have been incurred if the lease had not been executed. Such initial direct costs include, among other items, third-party commissions (e.g., brokers, leasing and referral agents) and internal commissions paid to employees for successfully entering leases (i.e., direct internal costs). Initial direct costs under ASC Topic 842 Leases are capitalized and generally amortized over the term of the lease, including renewal options expected to be exercised, applying a straight-line method of recognition. Amortized initial direct costs will be included in Operating Expenses or as a component of interest income, if an operating lease or a direct financing lease, respectively, in the Company's Consolidated Statements of Operations. Indirect internal initial costs of obtaining leases will be expensed as incurred.

Lease Receivables

As the Company acquires real estate properties and initiates leasing operations, the Company will continuously review its lease receivables (i.e., trade receivables), including straight-line rents recognized in relation to base rents, common area maintenance charges and expense reimbursements receivable, and other amounts receivable for collectability. In assessing the probability of collection of a lessee's total accounts receivable, the Company will consider such factors as the tenant's historical payment history, the size and volume of the tenant's business operations, the lessee's credit worthiness, external risks associated with and potentially impacting the tenant, and current broad and regional economic trends and conditions. To the extent the Company determines that a lease receivable is at risk of non-collectability, a provision for doubtful accounts will be recognized and included in the Consolidated Statements of Operations. If a lease receivable is determined to be wholly uncollectable, the Company will write off the at-risk receivable and will recognize any rental payments received from the at-risk tenant on a cash basis.

ASC Topic 842 Leases requires a general reserve for uncollectable lease receivables, in addition to the aforementioned specific reserve for non-collectability. The Company will recognize a general reserve for non-collectability based on historical experience developed and assessed on a rolling look-back methodology plus an assessment of settlement proceeds with tenants in arrears. Such general reserve will reduce Rental Revenues from Rental Properties, Net that is recognized in the Company's Consolidated Statements of Operations.

Deferred Leasing Costs

In accordance with U.S. GAAP, ASC Topic 842 Leases, indirect internal leasing costs are required to be expensed as incurred. However, external and direct internal leasing costs will be capitalized and amortized on a straight-line basis, over the terms of related leases, as applicable. Capitalized deferred leasing costs will be considered a component of operations and presented as such on the Company's Consolidated Statements of Cash Flows.

Notes to Unaudited Consolidated Financial Statements (cont.)

Deferred Financing Costs

Costs incurred in obtaining long-term financing, will be included in debt (e.g., notes payable, mortgages payable) on the Company's Consolidated Balance Sheets. Such costs, if any, will be amortized on the effective interest method over the terms of the related debt agreements, as applicable, in order to recognize a constant rate of interest, as applicable, which expense will be recognized in the Consolidated Statements of Operations in the period incurred.

Rental Revenues

The Company's primary source of revenue will be rental income derived from operating its to be acquired commercial center real estate portfolio. In accordance with U.S. GAAP, ASC Topic 842 Leases, the Company is required to recognize revenue derived from non-lease components of a given contract, if any, in accordance with ASC Topic 606 Revenue from Contracts with Customers, unless the Company elects as a practical expedient under ASC Topic 842 Leases to not separate lease and non-lease components, which election the Company has not yet made a decision to adopt as an accounting policy. In applying U.S. GAAP ASC Topic 606 to recognizing revenue derived from non-leases components, if any, and assuming the Company does not elect the expedient available, the Company will (i) identify the contract with its customer (e.g., lease), (ii) identify its performance obligations within the contract (e.g., specific and common spaces and amenities, if any, to be provided), (iii) determine the transaction price (e.g., amount of rent by component (e.g., base rent, escalation rent, percentage rent (if any), common area charges), (iv) allocate the transaction price to the contract's identified performance obligations, and (v) recognize revenue when and/or as the contract's performance obligations have been satisfied.

Additionally, ASC Topic 842 Leases requires the Company to allocate any capitalized costs (e.g., external or direct internal deferred leasing costs) to the separate lease and non-lease components of a given contract to which such relate.

The Company will present revenue derived from rental properties acquired on its Consolidated Statements of Operations as Revenue from Rental Properties, Net and provide such individual assertions detailing components of revenue as determined to be beneficial by and to the Company's stakeholders. Revenues from Rental Properties, Net are anticipated to be comprised of minimum base rentals, percentage rent (on occasion), common area maintenance charges and expense reimbursement income, and amortization of above- and below-market rent adjustments, if any. The Company anticipates its leases will substantially be categorized as operating leases, in accordance with ASC Topic 842 Leases and, as such, base rental income under the leases will be recognized on a straight-line basis over the life of the lease, as applicable. Percentage rent is not anticipated as a regular lease component, but on occasion and depending on a particular tenant, percentage rent may exist. Percentage rent that is rental revenue based on a particular tenant's sales will be recognized in accordance with the controlling lease contract when such sales level is achieved. Lease termination fee income, if any, will be recognized when consideration has been received and the lessee (i.e., tenant) has vacated the rented space. If a lessee continues to occupy leased space after lease termination, the termination fee income will be recognized on the basis of a lease modification over the term the tenant continues to occupy the space until vacating the same.

Notes to Unaudited Consolidated Financial Statements (cont.)

Gain Recognition

Although the Company's real estate thesis is to hold its real estate properties for use into perpetuity, properties will be sold if advantageous for the Company's shareholders. ASC Topic 610 Other Income, Sub-Topic 20 Gains and Losses from the Derecognition of Nonfinancial Assets requires that the sale of nonfinancial assets, such as real estate, will be recognized when control of the asset transfers to the buyer. Control is defined as the buyer having the ability to direct the use or obtain substantially all of the remaining benefits from the asset transferred. Generally, gains on the sale of real estate will therefore be recognizable by the Company on closing of a transaction and when the substantial amount of consideration has been exchanged. Losses on sales of properties are required to be recognized when identified, regardless of transaction closings and such that the real estate property's carrying value in the Company's Consolidated Balance Sheets represents its net realizable value.

Leases - Lessee

To the extent the Company enters into leases as a lessee, it will account for the leases in accordance with ASC Topic 842 Leases, in accordance with U.S. GAAP. ASC Topic 842 Leases, if the leases are categorized as operating leases, will require the Company to recognize right-of-use ("ROU") assets and liabilities, which will effectively present the lease on the Company's Consolidated Balance Sheets. ROU assets will represent the Company's right to use an underlying asset for the lease term and the related liabilities will represent the Company's lessee obligation related thereto. ROU assets and liabilities will be recognized from the commencement date of the underlying leases, based on the present value of the lease payments during the lease term. To determine the present value of the lease payments over the lease term, ASC Topic 842 Leases requires using the discount (i.e., interest) rate implicit in the lease and, if not available, the lessee's incremental borrowing rate. Rental expense related to operating leases entered into by the Company will be recognized on a straight-line basis over the lease term. As of the date of the unaudited Consolidated Balance Sheets and the issuance of these unaudited Consolidated Financial Statements, the Company does not have any existing lease obligations.

Income Taxes

The Company's real estate investment thesis contemplates holding properties long-term and reinvesting a substantial amount of free cash flow generated from property net operating income, in order to build value by potentially increasing the net asset value of the underlying real estate portfolio to be acquired. As such, the Company does not contemplate making periodic dividend payments or distributions to shareholders; although the Company does contemplate establishing a periodic share repurchase program to provide shareholders a possible means of liquidating their investment, until such time and in addition to a secondary market or markets possibly developing for the Company's securities. As such, the Company plans to elect to be taxed as a C-Corporation for U.S. Federal Income Tax purposes, which will likely be favorable for its U.S. shareholders and non-exempt foreign shareholders. In addition to potentially lower effective tax rates than realized by a number of independent shareholders, the Company will likely avoid significant compliance costs.

To date, the Company has recognized net operating losses throughout its start-up phase, which it contemplates will continue until successfully offering its securities to the public.

Notes to Unaudited Consolidated Financial Statements (cont.)

To date, the Company has not filed its tax return for federal or state purposes; however, as there has been no taxable income, the Company is confident that it does not owe any federal income tax or penalties for failure to file and for state purposes; any amount that may be potentially assessed is likely to be immaterial. If there is an assessment of penalties for failure to file, the Sponsor will accept, satisfy, and absorb any such penalties.

As a C-Corporation for U.S. federal tax purposes and in accordance with ASC Topic 740 Income Taxes, the Company will be required to account for temporary differences between the carrying values of its assets and liabilities for financial reporting purposes and the tax bases thereof.

Share-based Compensation

Directors, Officers, Employees

The Company plans to establish an incentive compensation plan for its Directors, Officers, Employees, and third parties. The plan is not yet established and, as contemplated, will provide the granting of share-based compensation awards to individuals as current and long-term compensation in the form of operating units in PHAT.

Share-based compensation will be accounted for based on the requirements of ASC Topic 718 Compensation - Stock Compensation, which requires recognition in the Consolidated Financial Statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). U.S. GAAP also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Non-Employees

Pursuant to ASC Topic 505-50 Equity-Based Payments to Non-Employees, compensation expense is determined at the measurement date for share-based payments to consultants and other third parties. The expense is recognized over the vesting period of the award. As of June 30, 2026 and December 31, 2025, the Company has granted the equivalent of $14,000 of REICG securities to a consultant at the rate of $2,000 per month for seven months of marketing services performed from October 2020 through April 2021. Based on the Company's intended offering per share value of $10.00 that is its estimated per share fair value, the equivalent number of shares to be issued is 1,400, which issuance is contingent on the Company completing a successful Regulation A offering in accordance with U.S. Securities Law administered by the Securities and Exchange Commission ("SEC") under its Rules and Regulations. As of the six-months ended June 30, 2026 and 2025, there has been $14,000 of compensation expense incurred related to this agreement, one-half of which expense or $7,000 will be borne by the Sponsor. Therefore, the Company has recognized one-half or $7,000 of the total $14,000 compensation expense through the six-months ended June 30, 2026 and 2025, respectively, which, as it was incurred, was included in Start-up Expenses - Advertising and marketing in the unaudited Consolidated Statements of Operations. The $7,000 of compensation expense not recognized by the Company is to be reimbursed by the Sponsor, and is reflected as a reduction of the amount Due to Sponsor in the unaudited and audited Consolidated Balance Sheets at June 30, 2026 and December 31, 2025, respectively.

Notes to Unaudited Consolidated Financial Statements (cont.)

On February 14, 2022, REI Capital Management, LLC ("REICM", the "Sponsor", or the "Manager") that is the Sponsor and will be the Manager of the Company, entered into a consulting agreement with an individual for programming services to develop an investor portal for the Company, including mobile phone application access, to provide secure access and a suite of services for the Company's investors.

On August 3, 2023, REICM entered into a consulting agreement with an individual for programming services to develop an open source intelligence framework that is compatible with and in addition to the suite of services for the Company's investors.

Compensation of the consultants is contingent on successful completion of the project defined and reaching a capital funding milestone. The consultants' compensation is based on an hourly rate for programming services provided plus out-of-pocket expenses approved by REICM, if any, which cost will be satisfied in the issuance of units in PHAT Holding LLC, the Company's real estate operating company subsidiary at the anticipated ten dollar ($10) issuance price per REICG share or cash, at the consultant's option. As of June 30, 2026 and December 31, 2025, the Company has recognized $65,496 and $58,135 of cumulative cost associated with the February 14, 2022 agreement, respectively, and $61,156 and $46,736 of cumulative cost associated with the August 3, 2023 agreement, respectively, which amounts are reflected as Finite lived intangible assets on the accompanying unaudited and audited Consolidated Balance Sheets and which represents one half of the total amount accrued, as one-half of the total is to be reimbursed by the Sponsor.

Additionally, as of June 30, 2026 and December 31, 2025, the Company incurred $9,129 and $7,937, respectively, of capitalized programming costs in connection with the development of the proprietary internal suite of services for Company investors.

Based on discussion with the consultants, the Company agreed to and paid the consultants a total of $22,000 in monthly stipends during the six-months ended June 30, 2026. Of the monthly stipends paid, $10,491 was effectively capitalized as of and for the six-months ended June 30, 2026. During the six-months ended June 30, 2025, total consultant monthly stipends paid were $42,000. Of this amount, $10,230 was effectively capitalized. The payments reduce the amount due from the Sponsor and accrued expenses and, it is expected, that the Sponsor will reimburse one-half the total consultant cost incurred anticipating payment in Company subsidiary operating company units.

For each of the February 14, 2022 and August 3, 2023 agreements, an additional $2,105 and $10,010 has been incurred during the month ended July 31, 2026, respectively, of which $1,053 and $5,005, respectively, will be recognized as capitalized software and $1,052, and $5,005, respectively, will be reimbursed to the Company by its Sponsor.

The capitalized software will begin to be amortized at the point where the software is available for use to the Company's investors and further amounts will be either capitalized or expensed depending on whether they are deemed to be value-added (i.e., productivity or efficiency improvements, or extended useful life) or maintenance expenditures.

Notes to Unaudited Consolidated Financial Statements (cont.)

Future Share-Based Compensation Awards

The value of future share-based compensation awards granted will be determined using a fair value estimation, which if options based, will be estimated using either the Binomial or Black-Scholes pricing models, whereby compensation cost is the excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount that must be paid to acquire the shares. As it is contemplated that most grants will be restricted shares, the fair value will be based on the grant date net asset value of the underlying shares. The resulting amount of expense will be recognized on a straight-line basis over the period that the Company expects to receive the benefit, which is generally anticipated to be the vesting period.

Expenses

As of the date of the Company's unaudited Consolidated Financial Statements and continuing to date, the Company remains in a start-up phase whereby all its activities are directed to bringing a valid and formative offering of its securities to market. As such, all expenses are included in the unaudited Consolidated Statements of Operations in the period in which incurred.

Related Parties

To date, REICM has advanced all funds for all expenses incurred by the Company. The Sponsor will be reimbursed for such advances, which amount to $1,037,359 and $965,268 at June 30, 2026 and December 31, 2025, respectively, when, in its sole determination, the free cash flow of the Company generated from the net operating income of the to be acquired real estate properties allows for such reimbursement and does not negatively affect the net asset value of the securities issued to shareholders. Negative effect on the net asset value of the securities issued to shareholders is considered to be an impact that reduces the net asset value of such securities below the prior period reported net asset value.

The Manager will receive compensation for administration of the Fund and for managing the assets of the Fund in the amount of one-half of one percent (0.5%) and one and one-quarter percent (1.25%) per annum, respectively, based on the net asset value ("NAV") of the assets-under-management ("AUM"), paid quarterly in arrears. Additionally, it is contemplated that the Company will compensate the Manager for certain services and activities performed on its behalf including:

Notes to Unaudited Consolidated Financial Statements (cont.)

Fee Category		Basis for Compensation		Low				High
Property Management		Monthly property management fee at prevailing customary rates calculated as a percentage of gross receipts (e.g., rent, other receipts) of properties receiving services. Additionally, the Manager will be reimbursed for costs incurred on behalf of properties including, on- and external site third party and allocated Manager personnel and expenses (e.g., travel, rent, utilities, technology costs).			8.0%				12.0%
Construction and Development		For construction management services and/or development management services on assets held, calculated as a percentage of total project costs including both hard and soft costs. Additionally, the Manager or its affiliates will be reimbursed for costs incurred including a share of overhead attributable to actual time spent in connection with providing construction and development services (e.g., employee costs, travel, rent, utilities, technology costs).			1.0%				4.0%
Leasing		Paid to the Manager or third party leasing agents for leasing services performed for portfolio properties at prevailing customary rates. Generally, leasing fees can range from one half to one full month's rent of the first year of a lease.			4.0%				8.5%
Disposition		Paid to the Manager or its affiliates calculated based on the contract sale price of the property, due and payable from property sale proceeds. The fee is in addition to any third party brokerage or sales fees. For partially owned properties, the fee will be pro-rated, based on the Company's ownership interest. Additionally, the Manager and/or its affiliates will be reimbursed for actual expenses incurred in connection with the disposition of a portfolio property, whether or not the property is ultimately disposed.			1.0%				1.0%
Acquisition Expenses		The Manager, its affiliates, and/or any third parties will be reimbursed for actual expenses incurred including buyer's broker fees, in connection with the selection and acquisition of portfolio properties, whether or not the property is ultimately acquired.			-				-
Operating Expenses		In addition to the separately paid fees to the Manager or its affiliates, the Company may retain the Manager or its Affiliates for necessary services relating to portfolio properties including, but not limited to, sustainability services, creative and marketing services, architecture services, risk management services, legal services, and tax services. Additionally, the Manager or its affiliates will be reimbursed for costs incurred in connection with such services including employee costs, travel, rent, utilities, and technology costs.			-				-
Fund Administration		Payable quarterly in arrears, based on assets-under-management ("AUM").			0.5%				0.5%
Asset Management		Payable quarterly in arrears, based on assets-under-management ("AUM").			1.25%				1.25%

Notes to Unaudited Consolidated Financial Statements (cont.)

4.

Accrued Expenses

Accrued expenses consist of goods and services procured and are recognized in the period during which the benefit of such goods and services were received. Current accrued expenses are generally considered short-term for operating purposes and as such, the carrying value of such items is considered to represent their fair value as of the date of the unaudited and audited Consolidated Balance Sheets.

As of June 30, 2026 and December 31, 2025, Accrued Expenses of $253,486 and $231,895, respectively, consists primarily of the share-based compensation attributable to the marketing consulting and software programming contracts discussed in the Summary of Significant Accounting Policies disclosure.

5.

Members' Capital and Accumulated Deficit

The offering contemplated by the Sponsor, in accordance with Regulation A of U.S. Securities Laws administered by the SEC, is to issue seventy-five million dollars ($75,000,000) of securities at $10 per share. Additionally, the Sponsor is contemplating raising an additional seventy-five million dollars ($75,000,000) of securities at $10 per share under a Regulation S offering to non-U.S. investors, as defined. Both offerings are exempt from the registration requirements of the U.S. Securities Act of 1933 administered by the SEC, but are subject to compliance with the Rules and Regulations thereof and review thereby. There is only one class of securities contemplated by both offerings and the Company does not currently contemplate creating additional classes of its equity securities.

Effective November 14, 2024 (the "Effective Date"), the Company's contemplated offering was qualified by the SEC, which qualification authorizes the Company to offer its shares to the public. As aforementioned, the Company is not listed on a national stock exchange or an alternative trading system and has determined that it is likely in its future shareholders best interest to market its own securities. Therefore, the Company is in process of finalizing certain matters necessary to focus its efforts on a significant marketing campaign for the sale of its shares to the public; although, such efforts have begun to organically bear results.

During the six-months ended June 30, 2025 and the six weeks following its offering's Effective Date, the Company received $4,000 and $2,000, respectively, of subscriptions for its shares of stock, which shares are pending issuance and, therefore, the subscriptions are presented as a Stock Purchase Commitment in the Members' Capital section of the Consolidated Balance Sheets. The Company received an additional $500 subscription for its shares of stock during the three-months ended September 30, 2025.

During the six-months ended June 30, 2025, the Manager contributed an insignificant amount of capital, in process of testing the investor portal. Such amount was retained by the Company and is therefore presented in the Members' Capital section of the unaudited Consolidated Balance Sheet and on the unaudited Consolidated Statements of Changes in Members' Deficit.

Notes to Unaudited Consolidated Financial Statements (cont.)

The Sponsor effectively contributed $200 to REICG during the year ended December 31, 2020, primarily for purposes of opening a bank account. However, prior to and since that date, the Company has not incurred any expenses other than a minor amount of state registration fees for authorization to offer shares within such states and start-up costs the Sponsor has and intends to continue advancing.

6.

Commitments and Contingencies

Other than the share-based compensation arrangements the Company had and has for certain marketing and information technology consulting services, respectively, the Company is not aware of any existing, pending, or threatened commitments or contingencies, as applicable.

Item 4. Exhibits

None

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.

REI Capital Growth LLC

Signature		Title		Date
/s/ Alan R. Blair		Managing Member of REI Capital Management, LLC (Principal Executive Officer) as Manager of REI Capital Growth LLC and Managing Member of REI Capital Growth LLC		August 14, 2026

Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated.

REI Capital Growth LLC

Signature		Title		Date
/s/ Gregg H. Saunders		Member of REI Capital Management, LLC (Principal Financial Officer and Principal Accounting Officer) as Manager of REI Capital Growth LLC		August 14, 2026