The Company

Overview

• Delaware limited liability company formed on June 1, 2021.
• Private investment fund for qualified U.S. investors.
• Intends to qualify and elect to be taxed as a Real Estate Investment Trust (REIT) under the Internal Revenue Code.
• A Board oversees the Company and delegates day-to-day investment activities and administration to the Investment Manager under an amended Management Agreement. The Board retains oversight responsibility; Members have no authority to act for the Company.
• May invest through or with one or more Subsidiaries, managed or sponsored by the Investment Manager or its affiliates, for tax, regulatory, or administrative efficiencies.

Investment program and objective

• Primary focus on credit-oriented real estate assets in the United States.
• Direct and indirect exposure to a diversified portfolio of commercial real estate-related investments (the “Portfolio Investments”).
• Eligible investment types (directed by the Investment Manager with Board oversight):
  • Directly originated commercial real estate loans, including senior and junior mezzanine loans, B-notes, second mortgages, and other subordinated loans.
  • Legacy, new-issue, and single-borrower CMBS.
  • Commercial real estate-related securities.
  • Performing, sub-performing, and non-performing loans.
  • Net lease assets.
• Additional flexibility to invest in unsecured debt of real property–owning entities, real estate-related debt, and commercial real estate-related preferred and common equity when aligned with the objective.
• Portfolio approach emphasizes risk-adjusted returns, capital preservation, and stable income, with diversification across property types, geographies, sponsors, and market cycles.
• May include floating-rate instruments and hedging strategies to offset rate risk.
• The Investment Manager sources, underwrites, monitors, and structures investments within a Board-approved framework through a defined process: sourcing, initial underwriting, due diligence, investment committee approval, asset management, and exit planning.

Team and Investment Manager

• Investment Manager is an SEC-registered investment adviser and performs core management functions for investments, research, structuring, financing, and administration.
• The Team is comprised of professionals from AB’s U.S. Commercial Real Estate Debt platform, with senior members experienced in commercial real estate debt (e.g., Matthew Bass, Peter J. Gordon, Edward Gellert, Marguerite Brogan, Yanshu Li).
• The strategy targets opportunities arising from stressed CRE debt markets, discounted loan opportunities, and dislocations across capital structures.
• Transaction sourcing occurs through direct borrower relationships, repeat clients, and CRE networks. Underwriting includes multi-stage review (Initial Underwriting, Independent Investment Sub-Committee, Investment Committee) and ongoing asset management with monitoring, reporting, and portfolio risk management. Exit strategies include refinancings, collateral sales, and workouts or remedies as needed.

Financing and leverage

• Leverage may be used via direct financing (bank facilities), securitizations, subscription facilities, repurchase agreements, and collateralized loan facilities. Structural leverage options include syndicating senior participations or pari passu interests in originated loans.
• Target leverage limits:
  • Portfolio-level direct debt-to-equity cap: up to 3:1.
  • Asset-level debt-to-equity cap: up to 4:1 (subject to structure and approvals).
  • Leverage arrangements include customary covenants and collateral pledges where applicable.
• Key debt facilities (as of 12/31/2025):
  • State Street Credit Facility (revolver): no outstanding balance as of 12/31/2025; facility ongoing.
  • Note payable (AB CRE PDF Athena LLC): maximum commitment $125.6 million; maturity extended to January 6, 2027; interest: Term SOFR + 1.20%; outstanding $80.0 million as of 12/31/2025.
  • Morgan Stanley repurchase agreement (Member I LLC): original facility $150 million, expandable up to $250 million and with an option to $550 million; maturity extended to April 27, 2027; outstanding $445.3 million as of 12/31/2025; remaining capacity $54.7 million as of 12/31/2025.
  • Citibank repurchase agreement (PDF Lending C LLC): master repurchase agreement with an initial $250 million facility and a potential $500 million option; Company guarantees certain obligations of PDF Lending C; expiration for adding new assets April 1, 2027.
  • HSBC loan (TNVA1): note-on-note facility with $151 million initial aggregate principal; outstanding $143.8 million as of 12/31/2025; interest: greater of Term SOFR + 1.61% or 5.25%; secured by collateralized loans.
• Revolving facilities support investments and general corporate purposes and are used to secure leverage for growth of the CRE debt portfolio and related assets.

Fees and economics

• Management Fee (quarterly, in arrears): applied to each Member’s capital and unfunded commitments based on aggregate capital commitments:
  • $50,000–$500,000: 1.50%
  • $500,001–$1,000,000: 1.40%
  • $1,000,001–$3,000,000: 1.30%
  • $3,000,001–$5,000,000: 1.15%
  • $5,000,001 and over: 1.00%
• Management Fee is not charged on portions attributable to direct leverage. Fees are paid within 10 days of quarter-end and are pro-rated for partial periods. The Investment Manager may reduce or waive fees for certain Related Investors subject to tax rules.
• Incentive Fee (quarterly): the Investment Manager is entitled to 15% of the difference between Core Earnings (as defined) and a baseline (a weighted NAV-based measure), subject to a zero threshold — no incentive unless Core Earnings for the most recent 12-month period exceed zero. The calculation uses Core Earnings, a weighted average NAV of prior quarters, and an assumed 6% NAV growth. Fees may be waived or calculated differently for certain Members.
• Company Expenses include administrative, operating, and investment-related costs, plus Management Fee and Incentive Fee. Organization and Offering Expenses were reimbursable to the Investment Manager under an Expense Limitation Agreement amended June 20, 2022. Administrator fees (State Street) cover accounting, NAV calculation, and related services.
• Reinvestment Plan: current income distributions can be reinvested automatically or paid in cash per Members’ Distribution Election. Reinvestment Plan expenses are paid by the Company; NAV and distributions are adjusted accordingly.

Private offering and ownership

• Units were offered initially under Regulation D to accredited investors and purchased via Subscription Agreements. An Initial Closing occurred with subsequent closings possible.
• Lock-up Period: three years from each closing for each capital commitment.
• One class of Units currently outstanding; the Company may issue additional classes with varying terms. Capital calls are generally pro rata to Members’ commitments; failure to fund can trigger penalties or remedies.
• NAV per Unit: $9.3917 as of 12/31/2025; $9.4815 as of 12/31/2024.
• Annual distributions are intended to be at least 90% of REIT taxable income, subject to cash flow realities. Distributions may be in cash or paid in-kind, and Members may elect reinvestment.

Tax and regulatory structure

• The Company has elected REIT status and intends to maintain it. REIT qualification requires compliance with income, asset, distribution, and share ownership tests.
• The Company may operate through Taxable REIT Subsidiaries (TRSs) or Qualified REIT Subsidiaries as needed; a domestic TRS is taxed at corporate rates.
• The Company relies on Section 3(c)(5)(C) of the Investment Company Act for an exclusion from registration as an investment company, which requires substantial exposure to qualifying real estate assets. The Company monitors asset composition to preserve this exclusion.
• Tax considerations for holders:
  • U.S. holders: distributions generally taxed as ordinary income; potential 20% qualified REIT dividend deduction may apply subject to limitations.
  • Non-U.S. holders: withholding and FIRPTA considerations; effectively connected income taxed at ordinary rates.
  • Tax-exempt holders: potential UBTI exposure depending on asset types and Company operations.
• The Company may be affected by regulatory changes in REIT rules, the Investment Company Act, tax law, and other regulatory regimes.

Key metrics and current state (as of 12/31/2025)

• NAV per Unit: $9.3917 (12/31/2025); $9.4815 (12/31/2024).
• Selected outstanding debt balances:
  • AB CRE PDF Athena LLC note payable: $80.0 million outstanding; interest SOFR + 1.20%; maturity extended to 1/6/2027.
  • Morgan Stanley repurchase facility: $445.3 million outstanding; extended to 4/27/2027; remaining capacity $54.7 million.
  • HSBC TNVA1 loan: $143.8 million outstanding; secured by collateralized loans.
  • State Street revolver: no outstanding balance as of 12/31/2025.
• The Company has no direct employees; investment and administrative personnel are provided by the Investment Manager and its affiliates.
• Offering status: Initial Closing completed; subsequent closings possible. Reinvestment Plan available to Members.

Material restrictions and risks

• REIT qualification risk: failure to meet technical tests could result in corporate taxation and loss of REIT benefits.
• Concentration and liquidity risk: potential exposure to large single assets or illiquid CRE debt investments.
• Leverage risk: use of leverage can amplify losses and introduce covenant and margin-call risks.
• Regulatory and tax risk: changes in tax law, securities regulation, or other rules could affect operations and returns.
• Operational risk: reliance on the Investment Manager, potential conflicts of interest with Related Investors or other accounts, and cyber/data security risks.

Summary

The Company is a private, Delaware LLC formed in 2021 that focuses on U.S. commercial real estate debt and related assets and intends to operate as a REIT. It is managed by an SEC-registered Investment Manager drawn from AB’s U.S. CRE Debt platform, follows a defined investment and asset-management process, and finances growth through multiple credit facilities and securitizations within stated leverage limits. The fee structure includes tiered management fees and a 15% incentive fee subject to performance thresholds, and Members can elect cash distributions or reinvestment.