Amendment: SEC Form 10-K/A filed by Kennedy-Wilson Holdings Inc.

3/31/25 4:20:19 PM ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No.1

Form 10-K/A

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-33824

Kennedy-Wilson Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware						26-0508760
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

151 S El Camino Drive

Beverly Hills, CA 90212

(Address of principal executive offices)

(310) 887-6400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

______________________________________________________________________


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Common Stock, $.0001 par value	KW	NYSE

Securities registered pursuant to Section 12(g) of the Act: None

______________________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Based on the last sale at the close of business on June 30, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $1,089,943,238.

The number of shares of common stock outstanding as of February 20, 2025 was 138,007,902.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this report incorporates certain information by reference from the registrant’s definitive proxy statement for the annual meeting of stockholders to be held on or around June 5, 2025, which proxy statement will be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, 2024.

EXPLANATORY NOTE

Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Company”), is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was originally filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025 (the “Original Report”), to amend Item 15 of the Original Report and include separate financial statements of Vintage Housing Holdings, LLC as required pursuant to Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934.

Other than as set forth herein, this Amendment does not affect any other parts of, or exhibits to, the Original Report, and those unaffected parts or exhibits are not included in this Amendment. This Amendment continues to speak as of the date of the Original Report, and the Company has not updated the disclosure contained in this Amendment or the Original Report to reflect events that have occurred since the filing of the Original Report. Accordingly, this Amendment should be read in conjunction with the Company's other filings with the SEC since the filing of the Original Report.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this annual report:

(1) Financial Statements. The consolidated financial statements of the Company, as listed in Item 8 of the Original Report, are included in Item 8 of the Original Report

(2) Financial Statement Schedules. The financial statement schedules of the Company, as listed in Item 8 of the Original Report, are included in Item 8 of the Original Report.

(3) Exhibits. See the Exhibit List beginning of page 5 of this Amendment.

(b) Exhibits. The exhibits listed on the Exhibit Index set forth below on page 6 are filed as part of, or are incorporated by reference into, this annual report on Form 10-K.

(c) Financial Statements Required by Rule 3-09 of Regulation S-X. The financial statements required by Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended, are filed as schedules to this report and are incorporated by reference into this Item 15.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 31st day of March 2025.

KENNEDY -WILSON HOLDINGS, INC.,

a Delaware corporation

By:

/s/ WILLIAM J. MCMORROW

William J. McMorrow

Chief Executive Officer

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EXHIBIT INDEX


Exhibit No.	Description	Location
3.1	Amended and Restated Certificate of Incorporation.	Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (File No.: 001-33824) filed June 19, 2014.
3.2	Third Amended and Restated Bylaws.	Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (001-33824) filed February 21, 2023.
3.3	Certificate of Designations Establishing the 5.75% Series A Cumulative Perpetual Convertible Preferred Stock.	Filed as Exhibit 3.3 to Registrant's Registration Statement on Form S-3 (File No. 333-235472) filed December 12, 2019
3.4	Certificate of Designations Establishing the 4.75% Series B Cumulative Perpetual Preferred Stock.	Filed as Exhibit 4.1 of Registrant's Current Report on Form 8-K (File No. 001-33824) filed February 23, 2022
3.5	Certificate of Designations Establishing the 6.00% Series C Cumulative Perpetual Preferred Stock.	Filed as Exhibit 3.1 of Registrant’s Current Report on Form 8-K (File No. 001-33824) filed June 16, 2023
4.1	Specimen Common Stock Certificate.	Filed as an Exhibit to the Registrant's Registration Statement on Amendment no. 1 to Form 8-A (File No.: 333-145110) filed on November 16, 2009 and incorporated by reference herein.
4.2	Base Indenture, dated as of March 25, 2014, between Kennedy-Wilson, Inc. and Wilmington Trust, National Association, as trustee.	Filed as Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q (001-33824) filed May 12, 2014
4.3	Supplemental Indenture No. 1, dated as of March 25, 2014, among Kennedy-Wilson Holdings, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee.	Filed as Exhibit 4.2 to Registrant’s Current Report on Form 8-K (001-33824) filed March 26, 2014.
4.4	Supplemental Indenture No. 2029-1 dated as of February 11, 2021, among Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.	Filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K (001-33824) filed February 11, 2021
4.5	Supplemental Indenture No. 2031-1, dated as of February 11, 2021 among Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.	Filed as Exhibit 4.3 to Registrant's Current Report on Form 8-K (001-33824) filed February 11, 2021
4.6	Supplemental Indenture No. 2029-2, dated as of August 4, 2021 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the related entity names there in, the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.	Filed as Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q (001-33824) filed November 4, 2021.
4.7	Supplemental Indenture No. 2031-2, dated as of August 4, 2021 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantor named therein and Wilmington Trust, National Association, as trustee.	Filed as Exhibit 4.2 to Registrant’s Quarterly Report on Form 10-Q (001-33824) filed November 4, 2021.
4.8	Supplemental Indenture No. 2030-1, dated as of August 23, 2021 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the related entity names there in, the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.	Filed as Exhibit 4.2 to Registrant’s Current Report on Form 8-K (001-33824) filed August 23, 2021.
4.9	Supplemental Indenture No. 2029-3, dated as of May 12, 2022, among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.	Filed as Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q (File No. 001-33824) filed August 5, 2022.
4.10	Supplemental Indenture No. 2031-3, dated as of May 12, 2022, among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.	Filed as Exhibit 4.2 to Registrant’s Quarterly Report on Form 10-Q (File No. 001-33824) filed August 5, 2022.

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4.11	Supplemental Indenture No. 2030-2, dated as of May 12, 2022 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.	Filed as Exhibit 4.3 to Registrant’s Quarterly Report on Form 10-Q (File No. 001-33824) filed August 5, 2022.
4.12	Supplemental Indenture No. 2029-4, dated as of December 14, 2023, among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.	Filed as Exhibit 4.12 to Registrant’s Annual Report on Form 10-K filed February 22, 2024.
4.13	Supplemental Indenture No. 2031-4, dated as of December 14, 2023, among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.	Filed as Exhibit 4.13 to Registrant’s Annual Report on Form 10-K filed February 22, 2024.
4.14	Supplemental Indenture No. 2030-3, dated as of December 14, 2023, among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.	Filed as Exhibit 4.14 to Registrant’s Annual Report on Form 10-K filed February 22, 2024.
4.15	Supplemental Indenture No. 2029-5, dated as of September 12, 2024, among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.	Filed as Exhibit 4.15 to Registrant’s Registration Statement on Form S-3 (File No. 333-282531) filed on October 7, 2024.
4.16	Supplemental Indenture No. 2031-5, dated as of September 12, 2024, among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.	Filed as Exhibit 4.16 to Registrant’s Registration Statement on Form S-3 (File No. 333-282531) filed on October 7, 2024.
4.17	Supplemental Indenture No. 2030-4, dated as of September 12, 2024, among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.	Filed as Exhibit 4.17 to Registrant’s Registration Statement on Form S-3 (File No. 333-282531) filed on October 7, 2024.
4.18	Registration Rights Agreement, dated November 7, 2019, between the registrant and the purchasers named therein.	Filed as Exhibit 4.2 to Registrants Registration Statement on Form S-3 (File No. 333-235472) filed December 12, 2019.
4.19	Warrant Agreement, dated March 8, 2022, between Kennedy-Wilson Holdings, Inc. and the purchasers named therein.	Filed as Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q (File No. 001-33824) filed May 5, 2022.
4.20	Registration Rights Agreement, dated March 8, 2022, between Kennedy-Wilson Holdings, Inc. and the purchasers named therein.	Filed as Exhibit 4.2 to Registrant’s Quarterly Report on Form 10-Q (File No. 001-33824) filed May 5, 2022.
4.21	Warrant Agreement, dated June 16, 2023, between Kennedy-Wilson Holdings, Inc. and the purchasers named therein.	Filed as Exhibit 4.2 to Registrant’s Quarterly Report on Form 10-Q (File No. 001-33824) filed August 4, 2023
4.22	Registration Rights Agreement, dated June 16, 2023, between Kennedy-Wilson Holdings, Inc. and the purchasers named therein.	Filed as Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q (File No. 001-33824) filed August 4, 2023
4.23	Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934	Filed as Exhibit 4.20 to Registrant’s Annual Report on Form 10-K filed February 22, 2024.
10.1†	Employment Agreement dated September 29, 2023 between Kennedy-Wilson and William J. McMorrow.	Filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No. 001-33824) filed September 29, 2023
10.2†	Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan.	Filed as Exhibit to the Registrant's Current Report on Form 8-K (File No.: 001-33824) filed January 30, 2012.
10.3†	Second Amended and Restated 2009 Equity Participation Plan.	Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K (001-33824) filed June 16, 2017.
10.4†	Second Amendment to the Second Amended and Restated 2009 Equity Participation Plan.	Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No. 001-33824) filed June 10, 2022.
10.5†	Form of Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Consultant Restricted Stock Award Agreement	Filed as Exhibit 10.116 to Registrant’s Annual Report on Form 10-K filed March 12, 2013.
10.6†	Form of Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Director Restricted Stock Award Agreement	Filed as Exhibit 10.30 to Registrant's Annual Report on Form 10-K (001-33824) filed February 27, 2018

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10.7†	Form of Carried Interest Award Letter Agreement	Filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No. 001-33824) filed on January 31, 2025.
10.8†	Employment Agreement dated September 29, 2023 between Kennedy-Wilson, Inc. and Matt Windisch	Filed as Exhibit 10.3 to Registrant’s Current Report on Form 8-K (001-33824) filed September 29, 2023.
10.9†	Employment Agreement dated September 29, 2023 between Kennedy-Wilson, Inc. and Justin Enbody	Filed as Exhibit 10.2 to Registrant’s Current Report on Form 8-K (001-33824) filed September 29, 2023
10.10†	Employment Agreement dated September 29, 2023 between Kennedy-Wilson, Inc. and In Ku Lee	Filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q (File No. 001-33824) filed May 9, 2024
10.11†	Form of Total Shareholder Return Performance-Based Employee Restricted Stock Award Agreement.	Filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K (001-33824) filed January 24, 2019
10.12†	Form of Return on Equity Performance-Based Employee Restricted Stock Award Agreement.	Filed as Exhibit 10.2 to Registrant's Current Report on Form 8-K (001-33824) filed January 24, 2019
10.13†	Form of Time-Based Employee Restricted Stock Award Agreement	Filed as Exhibit 10.3 to Registrant's Current Report on Form 8-K (001-33824) filed January 24, 2019
10.14†	Form of Total Shareholder Return Performance-Based Employee Restricted Stock Unit Award Agreement	Filed as Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q (File No 001-33824) filed May 9, 2024
10.15†	Form of Return on Invested Assets Performance-Based Employee Restricted Stock Unit Award Agreement	Filed as Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q (File No 001-33824) filed May 9, 2024
10.16†	Form of Time-Based Employee Restricted Stock Unit Award Agreement	Filed as Exhibit 10.3 to Registrant’s Current Report on Form 8-K (File No 001-33824) filed February 16, 2024.
10.17	Securities Purchase Agreement, dated October 17, 2019 between Kennedy-Wilson Holdings, Inc. and the purchasers named therein.	Filed as Exhibit 10.1 to Registrants Current Report on Form 8-K (File No 001-33824) filed October 18, 2019.
10.18	4.75% Series B Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement, dated February 23, 2022, between Kennedy-Wilson Holdings, Inc. and the purchasers named therein.	Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No 001-33824) filed February 23, 2022
10.19	Amendment No. 1 to the 4.75% Series B Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement, dated December 6, 2023, between Kennedy-Wilson Holdings, Inc. and the purchasers named therein	Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No 001-33824) filed December 6, 2023
10.20	6.00% Series C Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement, dated June 4, 2023, between Kennedy-Wilson Holdings, Inc. and the purchasers named therein.	Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No 001-33824) filed June 5, 2023
10.21	Amendment No. 1 to the 6.00% Series C Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement, dated June 16, 2023, by and among the Kennedy-Wilson Holdings, Inc. and the purchasers named therein.	Filed as Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q (File No 001-33824) filed August 4, 2023
10.22	Amendment No. 2 to the 6.00% Series C Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement, dated December 6, 2023, between Kennedy-Wilson Holdings, Inc. and the purchasers named therein	Filed as Exhibit 10.2 to Registrant’s Current Report on Form 8-K (File No 001-33824) filed December 6, 2023
10.23	Third Amended and Restated Credit Agreement, dated September 12, 2024, among Kennedy-Wilson, Inc., as borrower, Kennedy-Wilson Holdings, Inc. and certain subsidiaries of Kennedy-Wilson Holdings, Inc. from time to time party thereto as guarantors, the lenders from time to time party thereto, Bank of America, N.A., administrative agent and Bank of America, N.A. and JP Morgan Chase Bank, N.A., as letter of credit issuers.	Filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K (001-33824) filed September 13, 2024.
10.24	Distribution Agreement, dated as of May 6, 2022, by and among Kennedy-Wilson Holdings, Inc., and J.P. Morgan Securities LLC, BofA Securities, Inc., Deutsche Bank Securities Inc. and Evercore Group L.L.C., as agents and/or principals and (except in the case of Evercore Group L.L.C.) forward sellers, and JPMorgan Chase Bank, National Association, Bank of America, N.A. and Deutsche Bank AG, London Branch, as forward purchasers.	Filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33824) filed May 6, 2022.
10.25	Letter Agreement, dated August 3, 2022, by and among Kennedy-Wilson Holdings, Inc., Quinton Heights, LLC and Security Benefit Life Insurance Company.	Filed as Exhibit 10.4 to Registrants Quarterly Report on Form 10-Q (File No. 001-33824) filed August 5, 2022.
19.1	Policy on Insider Information and Insider Trading	Filed with Original Report
21	List of Subsidiaries	Filed with Original Report

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23.1	Consent of Independent Registered Public Accounting Firm	Filed with Original Report
23.2	Consent of Independent Registered Public Accounting Firm	Filed herewith.
24.1	Power of Attorney (included on signature page).	Filed with Original Report
31.1	Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of the Principal Executive Officer.	Filed herewith.
31.2	Certification Pursuant to Rule 13a-14(a) under Securities Exchange Act of 1934 of the Principal Financial Officer.	Filed herewith.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.	Filed herewith.
32.2	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer.	Filed herewith.
97	Kennedy-Wilson Holdings, Inc. Amended and Restated Compensation Recovery Policy	Filed as Exhibit 97 to Registrant’s Annual Report on Form 10-K filed February 22, 2024.
101	The following materials from Kennedy-Wilson Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets (ii) the Consolidated Statements of Operations and Comprehensive (Loss) Income (iii) the Consolidated Statements of Equity (iv) the Consolidated Statements of Cash Flows (v) related notes to those financial statements, (vi) Schedule III - Real Estate and Accumulated Depreciation and (v) Schedule IV - Loans	Filed with Original Report

__________

† Management Contract, Compensation Plan or Agreement.

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VINTAGE HOUSING HOLDINGS, LLC

(A California Limited Liability Company)

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						Page
Independent Auditor's Report - CohnReznick LLP						9
Consolidated Financial Statements:
Consolidated Balance Sheets						11
Consolidated Statements of Operations						12
Consolidated Statements of Changes in Members' Deficit						12
Consolidated Statements of Cash Flows						13
Notes to Consolidated Financial Statements						15
Financial Statements Schedule
Schedule III - Real Estate and Accumulated Depreciation						25

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Independent Auditor's Report

To Management

Vintage Housing Holdings, LLC and Subsidiaries

Opinion

We have audited the consolidated financial statements of Vintage Housing Holdings, LLC and Subsidiaries, which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in members' deficit, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes to the consolidated financial statements and financial statements schedule III - real estate and accumulated depreciation, (collectively, the consolidated financial statements).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Vintage Housing Holdings, LLC and Subsidiaries as of December 31, 2024 and 2023, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2024 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Vintage Housing Holdings, LLC and Subsidiaries and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Vintage Housing Holdings, LLC and Subsidiaries' ability to continue as a going concern for one year after the date that the consolidated financial statements are available to be issued.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with GAAS, we:

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Vintage Housing Holdings, LLC and Subsidiaries' internal control. Accordingly, no such opinion is expressed.

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

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•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Vintage Housing Holdings, LLC and Subsidiaries' ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits, significant audit findings, and certain internal control–related matters that we identified during the audits.

/s/ CohnReznick LLP

Atlanta, Georgia

March 31, 2025

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VINTAGE HOUSING HOLDINGS, LLC

(A California Limited Liability Company)

Consolidated Balance Sheets

December 31, 2024 and 2023


	December 31,
	2024		2023
Assets
Cash and cash equivalents	$	5,297,266	$	7,093,404
Restricted cash	3,041,105		10,117,049
Accounts receivable, net	5,793,376		7,555,849
Notes receivable	66,178,241		62,392,481
Equity method investments	9,038,130		4,952,703
Real estate, net of depreciation and amortization	98,398,487		104,229,575
Other assets, net	21,274,705		22,482,441
Total assets	$	209,021,310	$	218,823,502

Liabilities and Members' Deficit
Accounts payable	$	474,463	$	164,923
Due to affiliates	11,380,644		12,627,305
Accrued expenses	23,079,335		23,740,875
Deferred revenue	54,690,635		56,386,998
Mortgage and note payable	157,143,861		165,239,304
Total liabilities	246,768,938		258,159,405
Retained earnings	198,909,894		200,647,956
Members' deficit	(236,657,522)		(239,983,859)
Total members' deficit	(37,747,628)		(39,335,903)
Total liabilities and members' deficit	$	209,021,310	$	218,823,502

See accompanying notes to consolidated financial statements.

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VINTAGE HOUSING HOLDINGS, LLC

(A California Limited Liability Company)

Consolidated Statements of Operations

For the Years Ended December 31, 2024, 2023 and 2022


	Year Ended December 31,
	2024		2023		2022
Revenue
Rent	$	27,098,044	$	34,247,634	$	29,382,364
Fees	4,290,699		4,351,831		3,801,153
Interest income	2,768,852		1,188,760		1,131,624
Total revenue	34,157,595		39,788,225		34,315,141

Expenses
Asset management fees	4,309,745		3,948,416		3,424,488
Repairs and maintenance	3,276,096		3,631,437		2,739,681
Salaries	3,101,649		3,633,645		2,816,812
Utilities	2,620,363		3,239,857		2,791,882
Property management fees	1,388,976		1,669,833		1,463,500
Insurance	770,686		1,023,662		694,788
Depreciation and amortization	4,232,598		5,774,691		5,788,704
General and administrative expense	4,058,336		2,924,194		1,712,206
Total expenses	23,758,449		25,845,735		21,432,061

Equity (loss) income from joint venture investments	(1,460,514)		(3,918,500)		610,093
Interest expense	(8,682,484)		(12,764,897)		(9,247,686)
Gain on sale of real estate	1,675,553		81,959,529		1,762,204
Loss on deconsolidation of a subsidiary	(9,757,051)		—		—
Other (expense) income	(203,626)		60,632		(277,167)
Net (loss) income	$	(8,028,976)	$	79,279,254	$	5,730,524

See accompanying notes to consolidated financial statements

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VINTAGE HOUSING HOLDINGS, LLC

(A California Limited Liability Company)

Consolidated Statements of Changes in Members' Deficit

For the Years Ended December 31, 2024, 2023 and 2022


	KW-VHH Member, LLC		Sierra VHH Holdings, LLC		Total
Balance, December 31, 2021	$	(21,467,209)	$	(26,756,852)	$	(48,224,061)
Distributions	(7,918,808)		(6,146,657)		(14,065,465)
Net income	3,438,314		2,292,210		5,730,524
Balance, December 31, 2022	(25,947,703)		(30,611,299)		(56,559,002)
Distributions	(44,584,329)		(17,471,826)		(62,056,155)
Net income	47,567,552		31,711,702		79,279,254
Balance, December 31, 2023	(22,964,480)		(16,371,423)		(39,335,903)
Contributions	3,270,000		5,406,998		8,676,998
Distributions	(4,785,862)		(4,030,936)		(8,816,798)
Deconsolidation of a subsidiary	5,854,231		3,902,820		9,757,051
Net loss	(4,817,386)		(3,211,590)		(8,028,976)
Balance, December 31, 2024	$	(23,443,497)	$	(14,304,131)	$	(37,747,628)

See accompanying notes to consolidated financial statements.

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VINTAGE HOUSING HOLDINGS, LLC

(A California Limited Liability Company)

Consolidated Statements of Cash flows

For the Years Ended December 31, 2024, 2023 and 2022


	Year Ended December 31,
	2024		2023		2022

Cash flows from operating activities:
Net (loss) income	$	(8,028,976)	$	79,279,254	$	5,730,524
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,232,598		5,774,691		5,788,704
Amortization of debt issuance costs	266,934		805,815		941,951
Gain on sale of real estate	(1,675,553)		(81,959,529)		(1,762,204)
Loss on deconsolidation of a subsidiary	9,757,051		—		—
Loss (income) from equity method investments	1,460,514		3,918,500		(610,093)
Changes in operating assets and liabilities:
Accounts receivable	(894,197)		(1,861,619)		(1,462,585)
Other assets	1,127,065		(1,313,001)		(8,202)
Operating distributions from equity method investments	3,055,022		130,769		3,729,222
Accounts payable and accrued expenses	(372,810)		(469,702)		481,021
Net cash provided by operating activities	8,927,648		4,305,178		12,828,338
Cash flows from investing activities:
Acquisitions and improvements to real estate	(1,820,839)		(9,202,094)		(16,808,127)
Proceeds from sale of real estate	—		134,312,002		—
Collection of notes receivable	2,370,910		1,012,493		1,620,788
Acquisition and contributions to equity method investments	(4,754,320)		(4,299,802)		(3,603,062)
Investing distributions from equity method investments	—		6,758,517		4,500,000
Net cash (used in) provided by investing activities	(4,204,249)		128,581,116		(14,290,401)
Cash flows from financing activities:
Advances from (repayments to) affiliates	(1,246,661)		(10,488,781)		18,836,474
Contributions from Members	4,830,355		—		—
Distributions to Members	(8,816,798)		(62,056,155)		(14,065,465)
Principal payments on mortgage loans	(20,037,481)		(78,490,434)		(12,091,234)
Payment of loan fees	(24,896)		(1,200,196)		(237,414)
Proceeds from mortgage loans	11,700,000		29,980,542		12,547,503
Net cash (used in) provided by financing activities	(13,595,481)		(122,255,024)		4,989,864
Net change in cash and cash equivalents and restricted cash	(8,872,082)		10,631,270		3,527,801
Cash and cash equivalents and restricted cash, beginning of year	17,210,453		6,579,183		3,051,382
Cash and cash equivalents and restricted cash, end of year	$	8,338,371	$	17,210,453	$	6,579,183

Supplemental disclosure of cash flow information:
Cash paid for interest	$	8,394,533	$	11,783,911	$	8,305,735

See accompanying notes to consolidated financial statements.

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Supplemental disclosure of non-cash investing and financing activities:

During the year ended December 31, 2024 the Company issued a $3,500,000 seller back note receivable relating to the sale of Vintage at Folsom with a corresponding decrease to the real estate balance.

Sierra contributed its interest in South Peak by Vintage, LP that it had previously held outside of the Company which had a value of $3,846,643 which was treated as a non-cash contribution from Members and non-cash increase in equity method investments.

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VINTAGE HOUSING HOLDINGS, LLC

(A California Limited Liability Company)

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024, 2023 and 2022

(1) Organization

Vintage Housing Holdings, LLC (the “Company”) is a California limited liability company between KW-VHH Member, LLC (“KW”) and Sierra VHH Holdings, LLC (“Sierra”). The Company was formed for the purpose of acquiring, developing, owning, and operating affordable multifamily real estate assets located in the Western United States. The Company typically utilizes tax-exempt bond financing and the sale of federal tax credits to help finance its investments. The term of the Company shall be perpetual unless the Company is dissolved, wound up and cancelled based on provisions in the operating agreement between KW and Sierra. KW and Sierra are obligated to commit additional capital only to the extent that both members agree to pursue additional investments.

As of December 31, 2024 the Company consolidates ten properties listed below:


Property	Location	Total Units
Vintage at Spokane	Spokane, WA	287
Forest Creek	Spokane, WA	252
Silver Creek	Pasco, WA	242
Vintage at Silverdale	Silverdale, WA	240
Vintage at Mount Vernon	Mount Vernon, WA	154
Vintage at Richland	Richland, WA	150
Vintage at Chehalis	Chehalis, WA	150
Vintage at Sequim	Sequim, WA	118
Vintage at Burien	Burien, WA	101
Elk Creek Apartments, LLC	Sequim, WA	138

The Company also has an investment that the real estate was previously consolidated and subsequently been sold but still has remaining non-real estate assets and liabilities that are consolidated. In addition the Company has a retail investment that is consolidated as a wholly owned entity.

The Company deconsolidated two previously consolidated entities during the year ended December 31, 2024 that real estate had been sold in prior periods but the entity still had remaining non-real estate assets and liabilities. This lead to a $9,757,051 loss on the deconsolidation of subsidiary during the year ended December 31, 2024. The Company no longer has any remaining consolidated balances associated with these subsidiaries.

In addition to the consolidated properties above, the Company has ownership interests in 40 other properties but does not control and; therefore, treats its investment on the equity method of accounting.

(2) Summary of Significant Accounting Policies

The accompanying financial statements have been prepared on an accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The following is a summary of the significant accounting policies of the Company:

(a) Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.

(b) Cash and Cash Equivalents and Restricted Cash

The Company maintains its cash in federally insured banking institutions. The balances at these institutions, at times, exceed the federally insured limits and as a result there is a concentration of credit risk related to the amounts in excess of the federally insured limits. No losses have been experienced related to these excess balances. The Company

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considers all highly liquid, short‑term investments with an original maturity of three months or less when purchased to be cash equivalents.

Restricted cash consists of reserves and holdbacks held by the lenders for the mortgage loans secured by the underlying properties and reserves associated with potential guarantees associated with operating deficits at properties.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows as of December 31, 2024 and 2023:


	December 31,
	2024		2023

Cash and cash equivalents	$	5,297,266	$	7,093,404
Restricted cash	3,041,105		10,117,049
Total cash and cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	8,338,371	$	17,210,453

The Company’s investments are concentrated in affordable multifamily properties located in the Western United States with the majority located in the state of Washington. Adverse conditions in the sector or geographic location would likely result in a material decline in the value of the Company’s investment.

(d) Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, and reported amounts of income and expenses. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Such estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. The most significant estimates relate to allowance for depreciation and useful lives, deferred revenue, and contingencies.

(e) Accounts Receivable

Accounts receivable are recorded at the contractual amount as determined by the underlying agreements and do not bear interest. The Company recognizes revenue to the extent that amounts are probable that substantially all rental income will be collected. Tenant receivables are charged to bad debt expense when they are determined to be uncollectible based upon a periodic review of the accounts by management. U.S. GAAP requires that the allowance method be used to recognize bad debts; however, the effect of using the direct write-off method is not materially different from the results that would have been obtained under the allowance method.

(f) Real Estate

Depreciation is provided for in amounts sufficient to relate the cost of the depreciable assets to operations over their estimated service lives using the straight-line method. Improvements are capitalized, while expenditures for maintenance and repairs are charged to expense as incurred. Estimated service lives are as follows:

•Building and improvements 40 years

•Land improvements 15 years

•Furniture, fixtures and equipment 5 years

Amortization includes tax credit monitoring fees that are amortized on a straight-line basis over the 15 year compliance period.

Depreciation and amortization expense for the years end December 31, 2024, 2023 and 2022 was $4,232,598, $5,774,691 and $5,788,704, respectively.

(g) Impairment of long-lived assets

In accordance with ASC Subtopic 360-10, Property, Plant and Equipment for long-lived assets, the Company's properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount

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of an asset may not be recoverable. If indications of impairment exist, the Company will evaluate the properties by comparing the carrying amount of the properties to the estimated future undiscounted cash flows of the property. If impairment exists, an impairment loss will be recognized based on the amount by which the carrying amount exceeds the fair value of the asset. For the years ended December 31, 2024, 2023 and 2022, there were no impairments recorded.

(h) Distributions from joint venture investments

The Company utilizes the nature of distributions approach and distributions are reported under operating cash flow unless the facts and circumstances of a specific distribution clearly indicate that it is a return of capital (e.g., a liquidating dividend or distribution of the proceeds from unconsolidated investments' sale of assets), in which case it is reported as an investing activity. This enables the Company to look to the nature and source of the distribution received and classify it appropriately between operating and investing activities on the statement of cash flows based upon the source.

(i) Note receivable

In accordance with Accounting Standard Codification Topic 835 of the ASC ("ASC 835"), the interest income generating activities of the Company are related to Secured Loans. The Company uses the effective interest method to recognize interest income on its secured loans transactions. The Company maintains a security interest in 17 loans and records interest income over the terms of the secured loan receivable. Recognition of interest income is suspended, and the loan is placed on non-accrual status when management determines that collection of future interest income is not probable. The interest income accrual is resumed, and previously suspended interest income is recognized, when the loan becomes contractually current and/or collection doubts are resolved. Cash receipts on impaired loans are recorded first against the principal and then to any unrecognized interest income.

(j) Debt issuance costs

Debt issuance costs, net of accumulated amortization, are reported as a direct deduction from the face amount of the mortgage loan payable to which such costs relate. Amortization of debt issuance costs is reported as a component of interest expense and computed using an imputed interest rate on the related loan.

(k) Income Taxes

The Company has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns. The Company's federal tax status as a pass-through entity is based on its legal status as a limited partnership. Accordingly, the Company is not required to take any tax positions in order to qualify as a pass-through entity. The Company is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Company has no other tax positions which must be considered for disclosure. Income tax returns filed by the Company are subject to examination by the Internal Revenue Service for a period of three years. While no income tax returns are currently being examined by the Internal Revenue Service, tax years since 2021 remain open.

(l) Revenue Recognition

Revenues from tenants are recorded when due from tenants and are recognized monthly as they are earned, which generally approximates a straight-line basis. Apartment units are rented under short-term leases (generally, lease terms of nine to twelve months). Rent includes base rent and operating expense reimbursements. Rental payments received in advance are deferred until earned. All leases of the properties are operating leases.

The Company also earns asset management fees on equity method investments that are recognized as the fees are earned.

Interest income from notes receivable is recognized based on effective interest rate of loans.

(m) Expenses

Expenses include all costs incurred by the Company in connection with the management, operation, maintenance, and repair of the real estate projects and are expensed as incurred.

(n) Leases

The Company has operating leases for certain properties. The Company records a right of use asset, included in other assets, net on the consolidated balance sheets, and a corresponding lease liability, included in accrued expenses on the consolidated balance sheets, representing the present value of future minimum lease payments in accordance with FASB ASC 842, Leases (Topic 842). Rent expense is recognized on a straight-line basis over the term of the lease.

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(3) Real Estate and Improvements

The following table summarizes the Company's investment in consolidated real estate properties at December 31, 2024 and 2023:


	December 31,
	2024		2023

Land	$	11,579,684	$	14,487,903
Land improvements	14,297,732		14,159,693
Buildings and improvements	155,073,883		154,737,119
Furniture, fixtures and equipment	10,408,329		9,921,333
	191,359,628		193,306,048
Less accumulated depreciation and amortization	(92,961,141)		(89,076,473)
Real estate, net of accumulated depreciation and amortization	$	98,398,487	$	104,229,575

The Company generally sells interests of consolidated properties to tax credit investors. When a property is sold the Company issues a seller financed note to the buyer and records an offsetting liability resulting in the gain on sale being deferred. When the Company receives principal payments on the note receivables it recognizes a proportionate portion of the deferred gain. During the years ended December 31, 2024, 2023 and 2022, the Company recognized gain on sale of $1,675,553, $1,071,126 and $1,762,204, respectively.

The Company also sold three properties and a retail investment that were previously consolidated in excess of seller financed notes that resulted in gain on sale of real estate of $80,888,403 for the year ended December 31, 2023.

(4) Equity Method Investments

The Company has ownership interests in properties where they do not control but still has significant influence that it accounts for as equity method investments. The combined summarized balance sheets and statement of operations of the operating entities in which the Company holds an interest as of December 31, 2024 and 2023 are as follows:


	December 31,
	2024		2023

Cash and cash equivalents	$	17,702,536	$	12,229,653
Restricted cash	87,640,852		31,569,428
Real estate, net of depreciation and amortization	1,859,184,771		1,711,876,804
Other assets, net	18,980,838		21,030,560
Total assets	$	1,983,508,997	$	1,776,706,445

Accounts payable and accrued expenses	$	52,773,656	$	45,209,408
Development fee	102,608,119		96,580,784
Mortgage and note payables	1,467,306,167		1,307,757,652
Total liabilities	1,622,687,942		1,449,547,844

Total equity	360,821,055		327,158,601

Total liabilities and equity	$	1,983,508,997	$	1,776,706,445

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	Year Ended December 31,
	2024		2023		2022

Revenues	$	155,386,088	$	122,214,694	$	101,628,125
Operating expenses	(66,415,952)		(50,785,192)		(37,042,046)
Depreciation and amortization	(78,025,787)		(69,694,042)		(56,538,400)
Interest expense	(56,355,722)		(46,479,368)		(35,648,279)
Other expense	(9,930,793)		(10,511,320)		(8,121,489)
Net loss	$	(55,342,166)	$	(55,255,228)	$	(35,722,089)

The following investments and ownership interests were held by the Company as of December 31, 2024:


Investment	Ownership Interest		Investment	Ownership Interest
Vintage at Bouquet Canyon	0.009	%	The Meadows by Vintage	0.009	%
Agave Apartments	0.009	%	The Timbers by Vintage	0.009	%
Gateway by Vintage	0.009	%	The View by Vintage	0.009	%
Highland by Vintage	0.009	%	Vintage at Arlington	0.009	%
Pointe by Vintage	0.009	%	Vintage at Bellingham	0.009	%
Quilceda Creek	0.009	%	Vintage at Bremerton	0.009	%
Quinn by Vintage	9.999	%	Vintage at Holly Village	0.009	%
Ridgeview by Vintage Apartments	0.01	%	Vintage at Lakewood	0.009	%
Sky Mountain by Vintage	0.01	%	Vintage at Mill Creek	0.009	%
South Hill by Vintage	0.009	%	Vintage at Napa	0.009	%
Latitude 112 by Vintage	0.009	%	Heights by Vintage	0.009	%
Springview by Vintage	0.01	%	Vintage at Seven Hills	0.01	%
Station by Vintage	0.009	%	Vintage at Bennet Valley	0.009	%
Steamboat by Vintage	0.01	%	Vintage at Tacoma	0.009	%
The Farm by Vintage	0.009	%	Vintage at The Crossings	0.01	%
Vine by Vintage	0.009	%	Vintage at The Sanctuary	0.01	%
Vintage at Vancouver	0.009	%	Urban Center Apartments	0.009	%
Vintage at Citi Vista, LP	0.010	%	Vintage at Lockwood, LP	0.009	%
Vintage at Redfield, LP	—	%	Falls Creek by Vintage, LP	—	%
Village at 47th, LP	0.005	%	South Peak by Vintage, LP	0.010	%

(5) Notes receivable

The Company holds seller back note receivables on properties that the Company has sold to tax credit equity partners. When loans are issued they are non-cash with an offsetting amount to deferred revenue. Upon sale of the property with a seller loan, a portion of the gain is deferred. When the Company receives principal payments on notes receivable balances, it recognizes gain on sale of real estate. The notes receivable balance below includes principal balances of the notes as well as an accrued and unpaid interest and consists of the following as of December 31, 2024 and 2023:

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			December 31,
Property	Interest Rate		2024		2023

Vintage at Bend 2, LP	2.43	%	$	411,454	$	682,370
Ridgeview by Vintage Apartments	5.00	%	10,770,753		10,257,860
Vintage at Bouquet Canyon	8.00	%	—		446
Vintage at Arlington	5.00	%	—		47,428
Vintage at Bellingham	5.00	%	690,831		659,430
The Meadows by Vintage	3.00	%	1,827,543		2,205,703
Vintage at Holly Village	6.00	%	504,704		1,209,644
Vintage at Bennet Valley	2.18	%	28,914		997,934
Vintage at Bremerton	5.00	%	2,511,675		2,392,071
Vintage at Napa	3.50	%	1,389,649		1,342,656
Vintage at Vancouver	3.50	%	2,168,846		2,095,525
Vintage at Seven Hills	2.50	%	5,370,215		5,239,507
Agave Apartments	3.75	%	1,601,971		1,544,068
Village at 47th(1)	4.34	%	2,600,000		2,600,000
Vintage at Lockwood	3.72	%	1,057,496		1,019,568
Vintage at Everett	5.00	%	15,393,875		14,662,000
Vizcaya by Vintage	7.35	%	7,729,087		7,211,592
Falls Creek by Vintage	4.02	%	8,555,311		8,224,679
Vintage at Folsom	4.52	%	3,565,917		—
Total			$	66,178,241	$	62,392,481

(1)Loan is not seller backed note relates to the development of this apartment building.

(6) Mortgage and Notes Payable

As of December 31, 2024, mortgage and notes payable on the accompanying consolidated balance sheets consist of the following :


Property	Total		Interest Rate		Maturity Date

Vintage at Mount Vernon	$	12,197,356	5.25	%	8/1/2029
Vintage at Burien	11,700,000		5.50	%	8/1/2031
Forest Creek	24,712,141		5.44	%	7/1/2033
Silver Creek	24,424,704		SOFR+2.75%		7/1/2026
Vintage at Chehalis	10,538,280		2.63	%	2/1/2028
Vintage at Richland	15,162,000		6.21	%	12/1/2033
Vintage at Sequim	4,975,355		SIFMA+1.84%		3/31/2038
Vintage at Silverdale	29,400,000		5.99	%	12/1/2030
Vintage at Spokane	19,167,994		2.61	%	2/1/2028
Elk Creek Apartments, LLC	6,471,036		6.24	%	7/1/2040
Debt (excluding loan fees)	$	158,748,866
Unamortized loan fees	(1,605,005)
Total Debt	$	157,143,861

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As of December 31, 2023, mortgage and notes payable on the accompanying consolidated balance sheets consist of the following:


Property	Total		Interest Rate		Maturity Date

Vintage at Mount Vernon	$	12,376,166	5.25	%	8/1/2029
Vintage at Burien	10,750,000		3.77	%	8/1/2024
Forest Creek	25,038,963		5.44	%	7/1/2033
Silver Creek	24,835,482		SOFR+2.75%		7/1/2026
Vintage at Chehalis	10,809,226		2.63	%	2/1/2028
Vintage at Richland	15,162,000		6.21	%	12/1/2033
Vintage at Sequim	5,124,501		SIFMA+1.84%		3/31/2038
Vintage at Silverdale	29,400,000		5.99	%	12/1/2030
Vintage at Spokane	19,662,407		2.61	%	2/1/2028
Elk Creek Apartments, LLC	6,572,086		6.24	%	7/1/2040
Falls Creek by Vintage	7,355,516		5.62	%	5/1/2056
Debt (excluding loan fees)	$	167,086,347
Unamortized loan fees	(1,847,043)
Total Debt	$	165,239,304

Principal payments on the mortgage payable and notes payable are as follows as of December 31, 2024:


	Total

2025	$	1,482,061
2026	25,060,297
2027	1,113,458
2028	27,576,096
2029	12,512,693
Thereafter	91,004,261
Total	$	158,748,866

The Company has no loans maturing in 2025 and any principal payments are contractual amortization on existing loans that the Company plans to pay from underlying property operations.

As of December 31, 2024 and 2023, the Company had accrued interest payable on mortgage and note payables of $723,085 and $702,068.

(7) Leasing Activities

The Company has entered into various lease agreements. Total rent expense related to these third-party operating leases were $1,364,317, $1,209,446, and $471,348 for the years ended December 31, 2024, 2023 and 2022, respectively, and is included in general and administrative expense on the consolidated statements of operations. The average remaining lease term as of December 31, 2024 and 2023 is 27.1 years and 26.8 years respectively and the weighted average discount rate as of December 31, 2024 and 2023 is 3.23% and 3.23%, respectively. Cash paid for amounts included in the measurement of operating lease liabilities during the years ended December 31, 2024 was and 2023 was $1,364,317 and $1,209,446, respectively. The lease liabilities are included in accrued expenses on the consolidated balance sheets. As the Company’s leases do not provide an implicit rate, the risk-free rate was based on the information available at the commencement date and considering the term of the lease to determine the present value of the lease payments.

The following table summarizes the fixed, future minimum rental payments, excluding variable costs, which are discounted to calculate the right of use asset and related lease liability for its operating leases in which the Company is the lessee:

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	Minimum Rental Payments

2025	$	1,392,234
2026	1,392,234
2027	1,392,234
2028	1,392,234
2029	1,382,634
Thereafter	21,735,068
Total undiscounted rental payments	28,686,638
Less imputed interest	(8,349,006)
Total	$	20,337,632

(8) Related Party Transactions

Fee revenues

The Company in its capacity as general partner or managing member receives fees from tax credit investors in joint venture investments it has an interest in. The Company received fees of $4,290,699, $4,351,831 and $3,801,153 for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024 and 2023, the Company had a receivable of $2,865,067 and $2,867,085 included within the accounts receivable balance on the consolidated balance sheets relating to fee revenue.

Interest income

The Company earns interest income associated with the seller notes that it receives from tax credit partners on the sale of consolidated real estate. See note 5 for more detail. During the years ended December 31, 2024, 2023 and 2022, the Company earned $2,735,745, $1,188,760 and $1,131,624.

Asset management fee

The partnership agreement for equity method investments provides for the payment of a cumulative asset management fee to an affiliate of the investor limited partner commencing in the year of the closing date, as defined.

The asset management fee, payable to Vintage Housing Asset Management, an affiliate, is comprised of regular asset management fee that is based off of a base fee of $1.4 million annual fee that is increased or decreased by $250/unit for every unit acquired or sold by the Company. In addition, KW receives an oversight fee that consists of $700,000 original fee that is increased or decreased by $125/unit for every unit acquired or sold by the Company.

During the years ended December 31, 2024, 2023 and 2022, the Company had asset management fees of $4,309,745, $3,948,416, and $3,424,488, respectively.

Due to and from affiliates

As of December 31, 2024 and 2023 the Company owes KW $7,038,796 and $5,243,067 and owes Sierra and its affiliates $4,341,848 and $7,384,238 as of December 31, 2024 and 2023, respectively. The amounts due to affiliates are due on demand and are non-interest bearing.

As of December 31, 2024 and 2023 the Company had a receivable of $2,469,205 and $4,006,135, respectively from affiliates.

(9) Commitments and Contingencies

Tax credits

The Company's low-income housing tax credits will be contingent on its ability to maintain compliance with applicable sections of Section 42. Failure to maintain compliance with occupant eligibility, and/or unit gross rent or to correct noncompliance within a specified time period could result in recapture of previously taken tax credits plus interest. In addition, such potential noncompliance may require an adjustment to the contributed capital by the investor limited partner.

Operating deficit guaranty

The guarantees made by the Company represent a concentration of credit risk. If performance on the guarantee becomes probable and the liability can be reasonably estimated, the Company would accrue a liability based on the facts and circumstances at that time. All of the guarantees made are with related party entities.

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As of December 31, 2024, the Company has provided guarantees related to operating deficits ranging from $415,000 - $4.7 million (median $1.6 million) and are offset by reserves ranging from $203,000 - $1.7 million (median of $572k) and could expire anywhere from one year (if certain conditions are met) through the compliance period.

(10) Subsequent Events

In preparing these consolidated financial statements, the Companies have evaluated subsequent events and transactions for potential recognition or disclosure through March 31, 2025, the date these consolidated financial statements were available to be issued. The Company has exercised extension options on some of its mortgage and note payable balances subsequent to year end. Dates and maturities have in Note 6 have been updated to reflect these elections. No other events were identified requiring disclosure to the financial statements.

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Schedule III - Real Estate and Accumulated Depreciation

December 31, 2024


				Initial Cost				Gross Balance at December 31, 2024
Property	Location	Encumbrances		Land		Building & Improvements		Land		Buildings & Improvements		Total		Accumulated Depreciation		Depreciable life (years)	Date of Construction	Date Acquired

Vintage at Mount Vernon	WA	$	12,197,356	$	1,157,164	$	11,656,399	$	2,613,898	$	12,673,925	$	15,287,823	$	(8,255,775)	40 years	2003	2018
Vintage at Burien	WA	11,700,000		—		9,887,575		574,722		10,526,601		11,101,323		(5,793,387)		40 years	2006	2019
Forest Creek	WA	24,712,141		684,298		19,698,291		3,115,891		20,942,806		24,058,697		(11,858,883)		40 years	2008	2018
Silver Creek	WA	24,424,704		1,824,564		19,495,360		2,734,532		20,660,089		23,394,621		(11,377,262)		40 years	2005	2018
Vintage at Chehalis	WA	10,538,280		1,050,000		11,792,956		2,557,686		12,744,362		15,302,048		(7,389,255)		40 years	2008	2021
Vintage at Richland	WA	15,162,000		1,037,760		11,529,496		1,740,498		12,338,377		14,078,875		(6,977,377)		40 years	2005	2021
Vintage at Sequim	WA	4,975,355		1,908,658		10,016,847		2,591,404		10,768,285		13,359,689		(6,055,649)		40 years	2006	2018
Vintage at Silverdale	WA	29,400,000		1,400,000		25,334,916		4,414,575		27,308,541		31,723,116		(15,273,298)		40 years	2007	2019
Vintage at Spokane	WA	19,167,994		1,510,000		23,105,062		3,050,290		24,763,562		27,813,852		(12,962,528)		40 years	2008	2021
Elk Creek Apartments, LLC	WA	6,471,036		—		—		2,481,646		12,755,664		15,237,310		(7,017,727)		40 years	2008	2023
Total		$	158,748,866	$	10,572,444	$	142,516,902	$	25,875,142	$	165,482,212	$	191,357,354	$	(92,961,141)

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Date	Price Target	Rating	Analyst
2/24/2025	$9.00	Hold	Deutsche Bank
11/7/2023	$18.00 → $6.00	Neutral → Underperform	BofA Securities
12/16/2022	$21.00	Overweight → Neutral	JP Morgan

Amendment: SEC Form 10-K/A filed by Kennedy-Wilson Holdings Inc.

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