The seats are empty. Cardone Non Accredited Fund’s 2025 Form 1-K reports a 96% year-over-year collapse in retail Reg A subscriptions — from $46 million in 2024 to under $2 million in 2025.

On April 30, 2026, Cardone Non Accredited Fund, LLC filed its annual report on Form 1-K with the Securities and Exchange Commission for the year ended December 31, 2025.

Scroll down to read the document.

The filing was made under Commission File No. 024-12283, accession number 0001477932-26-002689. It was signed the same day, by the same Manager principal, audited by the same firm, drafted by the same outside counsel, on the same drafting template as the Cardone REIT I 1-K I we analyzed on May 1, 2026.

The two filings were submitted to EDGAR within minutes of each other. They are companion documents in a way that neither one acknowledges. They describe two Regulation A Tier II vehicles, both managed by Cardone Capital LLC, both controlled by Grant Cardone, both populated with the same kind of South Florida luxury multifamily real estate, both marketed primarily to non-accredited retail investors at low minimum investment thresholds, both governed by operating agreements whose terms the Manager itself describes as not negotiated at arm’s length and under which Class A members are non-voting and may not remove the Manager.

Reading them in sequence is the only way to understand what either of them is actually doing.

In the May 1 article we described Cardone REIT I as a negative-equity vehicle held together by $27 million in affiliate loans.

The 2025 1-K of the Cardone Non Accredited Fund shows the earlier-stage version of the same architecture, with one structural difference and one cliff that has not yet arrived.

This article is a forensic read of that filing. The link to the SEC source document and the methodology section are at the end.

What the Cardone Non Accredited Fund Is

The Company was organized in Delaware on January 31, 2022, originally under the name Cardone Equal Opportunity Fund 2, LLC. On December 9, 2023, the Manager unilaterally amended the Operating Agreement and changed the Company’s name to Cardone Non Accredited Fund, LLC.

Its Manager, Cardone Capital LLC, is wholly owned by Grant Cardone.

Its day-to-day property operations are run through Cardone Real Estate Acquisitions, LLC — the same CREA entity that runs operations for Cardone REIT I and the Cardone Equity Funds. CREA is also wholly owned by Grant Cardone.

The fund offers up to 749,750 Class A Interests at $100 per unit, for a maximum offering size of $74,975,000. The minimum investment is $5,000. Units are sold directly to investors through the Manager’s online platform, not through registered broker-dealers. The vehicle accepted its first subscriptions on September 30, 2023.

As of December 31, 2025, the fund had issued 479,761 Class A units representing approximately $47.98 million in capital — approximately 64% of the offering cap.

The fund holds three multifamily properties through joint-venture entities (the “Cardone Member LLCs”) in which it co-invests with affiliated Cardone Equity Funds for accredited investors:

• An 11.22% interest in Cardone Manor Member, LLC, which owns 10X at Flagler Village, a 382-unit Class A apartment community in Fort Lauderdale built in 2014. Acquired May 2024. Total invested by the fund: $17,309,054. Co-investor: Cardone Equity Fund 23 at 88.78%.
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• An 8.13% interest in Cardone Jacaranda Member, LLC, which owns 10X at Jacaranda (formerly Laurels at Jacaranda), a 468-unit Class A property in Plantation, Florida built in 1990. Acquired June 2024. Total invested: $10,783,928. Co-investor: Cardone Equity Fund 24 at 91.87%.
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• A 16.54% interest in Cardone Edge Member, LLC, which owns The Edge at Flagler Village, a 331-unit Class A property in Fort Lauderdale built in 2014. Acquired September 2024. Total invested: $19,433,629. Co-investor: Cardone Equity Fund 25 at 83.46%.

Total capital deployed across the three investments: $47,526,611.

The Company’s properties were purchased with cash and carry no debt at the property level. There is no senior mortgage, no mezzanine layer, no interest rate cap exposure. This is the most important structural difference between the Non Accredited Fund and Cardone REIT I, and I will return to its implications throughout.

The 96% Collapse in Retail Fundraising

The single most consequential number in the entire filing is buried in the Statements of Changes in Members’ Equity. It is not flagged in the Management’s Discussion and Analysis. It is not analyzed in the “Trends and Key Information Affecting our Performance” section. The Manager simply discloses it and moves on.

— Issuance of new Class A units in 2024: $45,972,359 (459,723.59 units).

— Issuance of new Class A units in 2025: $1,978,700 (19,787.00 units).

— That is a 95.7% year-over-year decline in retail Reg A fundraising into the Cardone Non Accredited Fund.

— The fund raised $46 million in calendar 2024. It raised under $2 million in calendar 2025.

The Manager retained the same offering circular through 2025, the same online platform, the same fundraising apparatus that had been built to capture retail capital from Grant Cardone’s social media following. None of that infrastructure changed. What changed is that the people on the receiving end of the marketing stopped subscribing at any meaningful rate.

The implications of this number radiate through every other line item in the filing and into the broader Cardone Capital franchise.

The remaining offering capacity — approximately $27 million between the $47.98 million raised and the $74.975 million cap — is at the current rate unlikely to be filled before the qualification expires. The Reg A retail capital pipeline has, for practical purposes, closed at this fund.

This matters for the broader Cardone Capital story in three specific ways.

First, Cardone REIT I closed its own offering in October 2023 at $74.9 million raised. The Non Accredited Fund opened its offering eleven days earlier, in September 2023, and was the designated successor vehicle for capturing new non-accredited capital from the Cardone marketing engine.

If the successor vehicle has stopped raising at any meaningful pace by 2025, the conclusion is not that retail investors lost interest in real estate — the conclusion is that they lost interest in this Manager.

The collapse in 2025 is consistent with the timing of the Ninth Circuit’s June 10, 2025 reversal in Pino, the August 1, 2025 denial of rehearing en banc, and the deteriorating financial condition of the parallel REIT I vehicle that any prospective subscriber would have encountered when researching Cardone Capital online.

Related Article of Interest: US Ninth Circuit Court Certifies Pino v. Cardone as a Class Action: How Will this Affect Cardone’s Plan to Tokenize His Real Estate Holdings?

Second, the collapse explains the timing of Grant Cardone’s February 26, 2026 announcement that Cardone Capital would tokenize its entire $5 billion real estate portfolio.

With the Reg A retail channel effectively closed and a certified federal securities class action proceeding against the Manager, tokenization is not an innovation strategy. It is a liquidity strategy. Without a new fundraising channel to replace Reg A, the existing Cardone Capital franchise has no growth path.

Third, the asymmetry between 2024 and 2025 means the 2024 cohort of retail investors — the people who put $46 million into the fund — bought into a vehicle that was about to lose its fundraising momentum. They are now holders of units in a fund that cannot easily raise additional capital to support property-level shortfalls and that has no near-term Capital Transaction event scheduled to return their principal.

The Operating Losses Beneath the Properties

The Manager’s defense throughout the Management’s Discussion and Analysis is the standard real estate sponsor argument: net losses are non-cash, driven primarily by depreciation and amortization at the property level, and do not reflect the underlying performance or market value of the properties.

In the Cardone REIT I filing, this argument collapsed on examination because the underlying SPEs were also operating at a loss before debt service. In the Non Accredited Fund filing, the argument is more colorable because the properties carry no debt — there is no interest expense to confound the operating analysis. But the underlying properties are still bleeding money.

The condensed statements of operations for the three Cardone Member LLCs, disclosed in Note 3, show the following aggregated for 2025:

• Total revenue: $37,888,963.
• Total operating expenses: $48,568,305.
• Loss from operations: ($10,679,342).
• Net loss after other income: ($10,434,757).

For 2024, with two of the three properties acquired only mid-year:

• Total revenue: $18,936,592.
• Total operating expenses: $32,462,905.
• Loss from operations: ($13,526,313).
• Net loss: ($13,460,712).

The 2025 operating expense ratio across the three properties is 128%. The 2024 ratio is 171%. These are not numbers from a portfolio that is producing positive operating income before non-cash charges. These are numbers from a portfolio that is producing operating losses before non-cash charges.

The Manager’s depreciation defense is mathematically plausible at the consolidated level. Total depreciation and amortization across the three properties was $30.7 million in 2025 and $23.8 million in 2024. The Company’s pro-rata share — $3.6 million in 2025 and $2.3 million in 2024 — exceeds the Company’s reported equity in losses of $1.25 million and $1.43 million, respectively, by a comfortable margin. So in a strict GAAP sense, the loss the Company recognizes through equity-method accounting is more than fully accounted for by D&A.

That tells us the GAAP loss is non-cash. It does not tell us the underlying yield is acceptable.

Strip out the D&A entirely and the property-level operating math comes out to roughly $20 million in EBITDA across the three properties for 2025. The total all-cash equity invested at the Cardone Member LLC level across the three properties was approximately $404.5 million. Twenty million dollars of EBITDA on $404.5 million of unlevered equity is a 4.94% unlevered yield.

Before any property management fee, before any asset management fee at the fund level, before the Manager-affiliate marketing fee carve-out at the property level, before the disposition fee that is queued against eventual sale, before the Class B catch-up that the Manager has elected to defer until a Capital Transaction occurs.

These are Class A South Florida luxury multifamily properties that were purchased at peak market valuations in 2024 with retail equity that was sold to non-accredited investors as a stable income-producing real estate investment. The unlevered yield they actually produce is below 5% before fees. After the fees, the yield to retail equity is materially below 5%.

It is at this point worth recalling that the cumulative distributions to Class A members from inception through April 30, 2026 totaled $3,864,327 against $47,976,059 in contributed capital — a cumulative cash-on-cash return of 8.05% over a holding period that for the earliest investors is now approximately two years and seven months. The annualized cash yield is approximately 3.1% over the entire history of the fund.

The current quarterly distribution rate, declared March 15, 2026 at 5.00% annualized for the December 16, 2025 to March 15, 2026 period, is higher than the 4.00% rate currently being paid by Cardone REIT I — because the unleveraged Non Accredited Fund properties produce more cash from operations to push up to the holding entity. Whether 5.00% is sustainable on a portfolio yielding 4.94% unlevered before fees is a question the filing does not address.

The Cash Flow Statement Reveals What the Income Statement Hides

The Statements of Cash Flows for the year ended December 31, 2025 contain the data point that resolves the sustainability question.

— Distributions received from unconsolidated investees during 2025: $2,468,326.

— Investments in unconsolidated investees during 2025: ($1,576,200).

— Net property-level cash flow into the fund in 2025: $892,126.

— Distributions paid to unit holders during 2025: ($2,274,916).

— The fund paid out 2.55 times more in distributions to its unit holders than it received in net cash from the underlying properties.

The math closes only because of three other line items. First, $662,473 in advances to related parties was repaid back to the Company in 2025 — this was a 2024 advance from the fund to a Cardone Member LLC, now reversed. Second, the divestitures payable line went from a $462,000 liability to zero, meaning the Company paid out $654,825 net in member redemptions. Third, the cash balance on the Company’s books dropped from $2,200,398 at year-end 2024 to $834,158 at year-end 2025, an absolute decline of $1,366,240.

Strip out the advances and the redemptions and the cash drawdown, and the fund’s distributions to unit holders during 2025 substantially exceeded the cash flow it received from the underlying properties.

This is the same mechanical pattern that the May 1 REIT I article identified at a more advanced stage — a fund paying distributions out of a combination of its operating cash flow, its cash buffer, and ancillary cash movements that are not sustainable. At REIT I, the unsustainability had reached the point where the Manager was funding the property-level operating shortfalls through affiliate loans. At the Non Accredited Fund, that step has not yet been taken.

It is worth being precise about what the cash flow statement shows. The $1,576,200 in additional contributions made by the fund to two of the three Cardone Member LLCs during 2025 — $940,600 to Manor and $635,600 to Edge, with no additional contribution to Jacaranda — represents new equity capital that the fund injected into properties whose operating losses were not being covered by their own cash flow. This is what funds do when their underlying investments need cash. The question is what was being funded.

The filing does not say. The Note 3 disclosure shows that the contributions occurred. The Note 5 disclosure shows that they raised the fund’s ownership percentage in Manor from 10.6752% to 11.220% and in Edge from 16.0882% to 16.542% while CEF 23’s and CEF 25’s contributions remained flat. The benign reading is that the Manager was using newly raised retail capital to incrementally top up the fund’s ownership in the JV structures. The less benign reading is that the Manager was funding property-level operating shortfalls disguised as equity contributions, with the increase in ownership percentage being a cosmetic side effect.

The fact that the additional contributions in 2025 ($1.58 million) closely match the gap between distributions received and distributions paid plus operating costs is consistent with either reading. Without the underlying capital call notices and the property-level cash flow statements, the question cannot be resolved from the public filing alone. It is exactly the kind of question that becomes resolvable in class discovery.

The Asset Management Fee, the Cash Balance, and the Receivable That Cannot Be Paid

The Manager’s asset management fee is set at 1% of contributed capital, accrued monthly. As the fund raised capital through 2024, this fee scaled upward correspondingly. The Company incurred $211,591 in asset management fee expense in 2024 and $482,189 in 2025 — a 128% increase reflecting the larger contributed capital base.

As of year-end 2025, $693,780 in asset management fees remained payable to the Manager. The Company’s total cash balance at year-end was $834,158.

Accrued and unpaid management fees represent 83% of the fund’s total cash.

This is the same pattern that defined the Cardone REIT I 1-K, at a smaller scale and an earlier stage. The Manager continues to accrue its fee against a fund that does not have the cash to pay it. The accrued receivable is unsecured, does not bear interest, and is payable on demand — but the on-demand language is theatrical, because there is no realistic scenario in which the Manager would call the receivable when doing so would impair the fund’s ability to pay distributions to the Class A members the Manager is also responsible to.

What the Manager has effectively done is convert the asset management fee from a current cash expense into a long-dated receivable against the eventual sale of the underlying properties. The fee continues to accrue at full rate. It will be paid when a Capital Transaction occurs. Until that time, it sits on the balance sheet as a soft claim against the equity.

One small but flagworthy line item: the Note 5 disclosure states that “During 2025, the manager returned $71,877 of previously paid asset management fee back to the Company.” This is an unexplained reversal. Asset management fees, once paid, do not typically return to the paying fund. There are two plausible reasons. Either there was a billing error in a prior period that the Manager corrected through a refund, or the Manager is using the asset management fee account as a working-capital lever between the fund and CREA, recycling cash between entities as needed. The filing does not explain. Either explanation suggests that the fee accounting has more flexibility built into it than the formal disclosure language admits.

There is also the deferred Class B distribution. The fund has elected, at the Manager’s sole discretion, to allocate 100% of distributable cash to Class A members rather than the 80/20 split called for by the Operating Agreement. As of December 31, 2025, the deferred Class B distribution stands at $818,211 — the amount that Cardone Capital would have received under the standard waterfall but that the Manager has elected to defer until a Capital Transaction occurs. Combined with the $693,780 in accrued and unpaid asset management fees, the Manager has approximately $1.51 million in soft claims against the fund’s equity that will be triggered at any sale or refinancing of the underlying properties. This sits ahead of the residual to retail Class A members in the waterfall on a Capital Transaction.

The Silent Drift in Ownership Percentages

The co-investment table in Note 5 reveals an ownership-percentage drift during 2025 that the filing discloses without analyzing. Compared to the Miami River dilution at Cardone REIT I — where the fund’s ownership decreased from 15.00% to 10.82% via the August 8, 2025 admission of an affiliated CEF — the Non Accredited Fund’s ownership moved in the opposite direction during 2025.

The fund’s ownership in Cardone Manor Member, LLC moved from 10.6752% as of December 31, 2024 to 11.220% as of December 31, 2025. The fund’s ownership in Cardone Edge Member, LLC moved from 16.0882% to 16.542% over the same period. The fund’s ownership in Cardone Jacaranda Member, LLC remained unchanged at 8.125%.

The mechanism: the fund made $940,600 in additional contributions to Manor and $635,600 to Edge during 2025. CEF 23 (Manor co-investor) and CEF 25 (Edge co-investor) made zero additional contributions during 2025. The fund’s ownership crept up at the expense of the affiliated CEFs.

On its face, this is a benign disclosure. The fund made additional capital contributions and received correspondingly more ownership. The Manager has the authority to do this under the Operating Agreement.

But the symmetry with the REIT I disclosure is striking, and the question that arises is this: who decided that the fund would make these additional contributions, and on what valuation? The Operating Agreement gives the Manager full authority to make these decisions at its sole discretion. Class A members did not vote on them. The valuation at which the additional ownership was acquired was set by Grant Cardone, on both sides of the transaction — the Non Accredited Fund’s interest as buyer of additional ownership, and the affiliated CEFs’ interests as sellers of incremental ownership through dilution.

In the REIT I Miami River transaction in August 2025, the Manager directed Cardone REIT I to surrender 28% of its proportionate ownership in favor of an affiliated CEF (CEF 27), at a valuation set by the Manager. In the Non Accredited Fund 2025 transactions, the Manager directed the Non Accredited Fund to acquire incrementally additional ownership in Manor and Edge from the affiliated CEFs (CEF 23 and CEF 25), at a valuation set by the Manager. Both transactions were related-party. Neither was negotiated at arm’s length. Neither was subject to Class A approval.

Whether the 2025 Non Accredited Fund contributions were transactions in which the affiliated CEFs sold ownership at fair value, or whether the affiliated CEFs were experiencing capital-call shortfalls that the Non Accredited Fund’s incoming retail capital effectively covered, is not resolvable from the public filing. The same operating-agreement mechanics that enabled the Miami River dilution at REIT I enable any equivalent transaction at the Non Accredited Fund.

What the Non Accredited Fund Does Not Yet Have

The structural distinctions between the Non Accredited Fund 1-K and the REIT I 1-K, read in parallel, define a kind of timeline. The Non Accredited Fund is what REIT I was approximately three years ago. Several pressure points that have arrived at REIT I have not yet arrived at the Non Accredited Fund.

There is no debt at the property level. The three properties were purchased with cash. There are no senior mortgages, no mezzanine layers, no interest rate caps to extend. The catastrophic-refinancing risk that defines the back-end of the Cardone REIT I capital stack does not yet exist here. If interest rates fall, the Manager has the option to refinance and return capital. If interest rates remain high or rise further, the all-cash positions cannot be foreclosed upon.

There are no investments written down to zero. The three Non Accredited Fund investments retain positive carrying values on the balance sheet — $15.25 million for Manor, $9.06 million for Jacaranda, and $17.23 million for Edge as of December 31, 2025. There are no suspended losses under the equity method. The economic damage at the property level is not yet large enough to have driven the carrying values to the floor.

There are no affiliate loans inserted senior to the retail equity in the property capital stack. The Manager has not, to date, lent money from itself or from affiliates to the Cardone Member LLCs in which the Non Accredited Fund holds equity. The structural inversion that I described in the May 1 article — where the retail Class A investor’s economic position moved from third in the cap stack to fourth via the insertion of $26.9 million in affiliate paper — has not occurred at the Non Accredited Fund.

There has been no major related-party dilution event. The August 2025 Miami River transaction at REIT I has no parallel in the 2025 Non Accredited Fund disclosures.

These are the things the Non Accredited Fund does not have. They define the optimistic case for the fund. The pessimistic case, which is the one the filing’s underlying numbers actually support, is that all of these conditions exist in early form and are likely to develop over the remaining hold period.

The fund holds three Class A multifamily properties whose unlevered operating yield is under 5%. The fund is paying distributions to retail investors at 5% annualized while receiving net property-level cash flow that does not cover the distributions. The fund’s cash balance is declining at approximately $1.4 million per year while its accrued unpaid management fees grow. The Reg A fundraising channel that was supposed to bring in another $27 million has effectively closed.

The Manager has the authority, under the Operating Agreement, to do at the Non Accredited Fund any of the things he has done at REIT I. He may extend affiliate loans to the Cardone Member LLCs at rates determined by him in good faith and not at arm’s length. He may admit affiliated CEFs as new partners and dilute the fund’s ownership at valuations he determines. He may further defer the Class B distribution and the asset management fee receivable. He may, at any point, choose to encumber the currently unleveraged properties with new debt.

The Class A members may not remove him. They may not vote on any of these transactions. They will be informed of them through the next annual report, in the same template language, with the same legal counsel, audited by the same firm.

The Pino Class Action Disclosure

The filing’s discussion of the Pino class action is contained in a single paragraph at the end of Item 1. The procedural history is recited accurately, including the June 10, 2025 Ninth Circuit reversal, the August 1, 2025 denial of rehearing en banc, and the March 27, 2026 class certification order entered by Judge John F. Walter in the Central District of California. The paragraph concludes with a single sentence: “The Company’s Manager and Mr. Cardone do not believe that this case will interfere with their ability to manage the affairs of the Company.”

This is the same boilerplate sentence that closes the equivalent disclosure in the Cardone REIT I 1-K, sworn to by Grant Cardone on the same date in two separate filings. It expresses a confidence in his own conduct that the Ninth Circuit explicitly rejected in its June 10, 2025 opinion.

The Non Accredited Fund’s version of the disclosure differs from the REIT I version in one notable respect. The Non Accredited Fund describes the Pino lawsuit as naming “as defendants Cardone Capital, LLC, Grant Cardone, Cardone Equity Fund V, LLC, and Cardone Equity Fund VI, LLC.” The REIT I version names Cardone Capital LLC and Grant Cardone but only references Cardone Equity Fund VI. This is the same lawsuit — there is no difference between the named defendants in the two underlying disclosures. There is a difference between the two characterizations of the lawsuit in the two filings.

Either characterization is potentially defensible. The drift between them is the point. The Manager and the same legal counsel produced two filings on the same day describing the same lawsuit in different terms. Plaintiff’s counsel will note this when comparing the two disclosures in deposition.

More importantly: the Pino class certification was entered eleven days before the Non Accredited Fund 1-K was filed. The Manager’s Item 1 disclosure was made knowing that the case is now a certified class action proceeding under Rule 23(b)(3). It was made knowing that discovery is now active. It was made by the same defendant-Manager whose subjective belief in his own representations the Ninth Circuit found, on the existing record, to be likely contradicted by his own conduct.

Although the Non Accredited Fund itself is not a named defendant in Pino, the Manager and Mr. Cardone — who control the Non Accredited Fund’s affairs entirely — are. Any judgment or settlement in Pino that affects the Manager’s financial condition, that imposes injunctive relief on his Reg A fundraising practices, or that establishes a precedent on subjective falsity in non-accredited Reg A solicitations will affect the Manager’s ability to continue managing the Non Accredited Fund. The disclosure that this case will not interfere with the management of the fund is, on examination, a forward-looking statement about a Manager who is now in active discovery in a federal securities class action.

The Tokenization Silence, Again

As in the Cardone REIT I 1-K, the Non Accredited Fund 1-K contains no reference whatsoever to Grant Cardone’s February 26, 2026 announcement that Cardone Capital intends to tokenize its entire $5 billion real estate portfolio. The portfolio Cardone announced for tokenization includes the property interests held through both the REIT I and the Non Accredited Fund vehicles. The 1-K does not disclose this. It does not name any blockchain partner. It does not reference NODE40 or any other digital asset infrastructure vendor. It does not mention Bitcoin or any cryptocurrency. The “Trends and Key Information Affecting our Performance” section is verbatim identical to the corresponding section in the Cardone REIT I 1-K — the same language about demographic trends, tariff policies, and multifamily supply constraints, with no acknowledgment that the Manager’s principal had publicly committed two months earlier to a Capital Transaction that would convert the existing equity structure of the fund’s underlying assets into tokenized form.

The Reg A disclosure obligation cuts even more sharply at the Non Accredited Fund than it did at the REIT I. The REIT I closed its offering in October 2023 and is no longer raising. The Non Accredited Fund is still raising. As of December 31, 2025, it had qualified $74.975 million in Reg A capacity and used $47.98 million of it. New investors who subscribed to the offering in 2025, however few there were, did so under an offering circular that did not disclose that the Manager intended to tokenize the underlying properties.

The same disclosure fork I identified in the May 1 article applies here. Either the tokenization plan does not in fact include the Non Accredited Fund’s underlying properties — in which case the “$5 billion” tokenization figure overstates the actual portfolio size and the non-accredited investors who subscribed to this fund are excluded from any liquidity event the tokenization is designed to provide — or the tokenization plan does include those properties, in which case the 1-K’s omission of the contemplated transaction is a Reg A disclosure question.

The disclosure regime does not permit the Manager to remain silent on a contemplated Capital Transaction encompassing the issuer’s assets while continuing to solicit new retail subscriptions under Reg A. The Item 9 obligation under Form 1-A and the corresponding 1-K disclosure obligation under Rule 257 require discussion of known trends or uncertainties that the registrant reasonably expects will have a material effect on the issuer’s results.

A Manager-principal announcement that the issuer’s underlying assets will be tokenized within an unspecified timeframe — made via the Manager’s social media platform, made to potentially the same audience whose subscriptions the offering circular continues to solicit — meets that materiality threshold on any reasonable reading.

What This Filing Means for the Cardone Capital Retail Reg A Franchise

Read together with the Cardone REIT I 1-K, the 2025 Non Accredited Fund 1-K shows the entire Cardone Capital retail Reg A franchise in 2026.

The franchise consists of two vehicles. The first, REIT I, is closed to new subscriptions, fully deployed, and in late-stage equity erosion. Three of its eight investments are written to zero. Its property portfolio operates at a loss before debt service. The Manager has positioned himself as a $26.9 million senior creditor of the property entities. A federal securities class action against the Manager and his managing member is in active discovery.

The second vehicle, the Non Accredited Fund, is approximately 64% subscribed, with three all-cash multifamily investments, and is in early-stage equity erosion. Its underlying properties produce sub-5% unlevered yields. Its 2025 fundraising collapsed by 96%. Its cash balance is declining. Its accrued unpaid asset management fees represent 83% of its cash on hand. Its retail Class A units are non-voting and may not remove the Manager.

The franchise as a whole has no third vehicle in the pipeline. There is no new Reg A offering being qualified to replace the Non Accredited Fund when it expires. The Manager has, in public, pivoted to tokenization. The tokenization plan is not disclosed in the SEC filings of either of the existing vehicles.

The retail investor in either fund is now in a structure where the only realistic monetization event is a Capital Transaction at one or more of the underlying properties — a sale, a refinancing, or a tokenization-driven recapitalization. Each of these events is controlled in its entirety by the Manager. Each will be subject to the deferred fees, the deferred Class B distributions, the affiliate loans (in the case of REIT I), and the disposition fee that the Operating Agreements provide.

The retail investor will receive what is left after the Manager and his affiliates collect what the Operating Agreements entitle them to collect. Whether that residual approaches the original $1,000 or $100 per unit cost basis, after four to ten years of holding, will depend on factors — South Florida cap rates, Class A multifamily exit pricing, the resolution of the Pino class action, the success or failure of the tokenization platform — that the Class A members have no ability to influence.

The Cardone Non Accredited Fund 2025 Form 1-K is, like its REIT I counterpart, a public document that will be read by approximately no one. The investors in the fund will not read it. They will receive a marketing email from Cardone Capital that emphasizes the 5% distribution, the 95-97% occupancy at the South Florida properties, the all-cash purchase structure, and the Manager’s continuing confidence in the long-term thesis. That email will not mention the 96% fundraising collapse. It will not mention the sub-5% unlevered yield at the property level. It will not mention the $693,780 in accrued and unpaid management fees that exceed 83% of the fund’s cash. It will not mention the silent ownership-percentage drift toward the fund and away from the affiliated CEFs. It will not mention the Pino class certification. It will not mention the absence of any tokenization disclosure.

The information asymmetry between the filing and the marketing is the essential feature of the Regulation A retail real estate fund as a financial instrument.

The 2025 Cardone Non Accredited Fund 1-K is the second piece of evidence in twenty-four hours — after the REIT I 1-K filed on the same day — that this asymmetry is no longer the byproduct of disclosure complexity. It is the structural design of the franchise.

Sources and Methodology

Primary source: Cardone Non Accredited Fund, LLC, Form 1-K Annual Report for the year ended December 31, 2025, Commission File No. 024-12283, filed April 30, 2026 with the U.S. Securities and Exchange Commission. Accession No. 0001477932-26-002689. Independent Auditor’s Report by Kaufman, Rossin & Co., P.A., Miami, Florida, dated April 30, 2026.

Companion sources from prior reporting on this site: “The 2025 Form 1-K Confirms It: Cardone REIT I Is a Negative-Equity Vehicle Held Together by $27 Million in Affiliate Loans” (May 1, 2026); “US Ninth Circuit Court Certifies Pino v. Cardone as a Class Action: How Will this Affect Cardone’s Plan to Tokenize His Real Estate Holdings?” (March 30, 2026); “The Cardone Clan’s Digital Asset Empire: Grant’s $5 Billion Tokenization Gambit and the NODE40 Infrastructure Play” (March 23, 2026).

Procedural source: Pino v. Cardone Capital, LLC, Case No. 2:20-cv-08499-JFW-KS (C.D. Cal.), Order Granting Class Certification, March 27, 2026; Pino v. Cardone Capital, LLC, No. 23-3512 (9th Cir. June 10, 2025).

Methodology: I read the SEC filing in its entirety, cross-referenced its Note 3 condensed property-level financials against its Note 5 related-party disclosures, derived unlevered property yields from the disclosed revenue, operating expense, and capital contribution figures, and compared the structural disclosures against the equivalent disclosures in the Cardone REIT I 1-K filed the same day under a different CIK (0001882616, accession 0001477932-26-002687). I did not have access to the underlying loan agreements, capital call notices, or property-level cash flow statements; the questions raised in this article that turn on those documents are flagged as questions the public filing alone cannot resolve.