UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 14, 2025

MacKenzie Realty Capital, Inc.

(Exact Name of Registrant as Specified in Its Charter)

000-55006

(Commission File Number)

Maryland	45-4355424
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

89 Davis Road, Suite 100

Orinda, California 94563

(Address of principal executive offices, including zip code)

(925) 631-9100

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.0001 per value		MKZR		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

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. ☐

Item 7.01 Regulation FD Disclosure.

On October 13, 2025, we mailed a tender offer to purchase shares of Starwood Real Estate Income Trust, Inc.. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

The furnishing of the attached press release is not an admission as to the materiality of any information therein. The information contained in the release is summary information that is intended to be considered in the context of more complete information included in our filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that we have made and may make from time to time by press release or otherwise. We undertake no duty or obligation to update or revise the information contained in this press release, although we may do so from time to time as our management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, among others, our ability to remain financially healthy, and our expected future growth prospects. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory,” “focus,” “work to,” “attempt,” “pursue,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. For a further discussion of factors that could cause our future results, performance, or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” in annual reports on Form 10-K and quarterly reports on Form 10-Q that we file with the Securities and Exchange Commission from time to time.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued October 13, 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	MACKENZIE REALTY CAPITAL, INC.
	(Registrant)

Date: October 14, 2025	By:	/s/ Robert Dixon
		Robert Dixon
		President

NEWS RELEASE

FOR IMMEDIATE RELEASE

MacKenzie Realty Capital Announces Starwood REIT Tender Offer, Adviser Stock Purchases, and Aurora Leasing Update

Orinda, Calif., (October 13, 2025) – MacKenzie Realty Capital, Inc. (Nasdaq: MKZR) (“MacKenzie” or the “Company”) announced the launch of a tender offer to purchase up to 150,000 Class S shares of Starwood Real Estate Income Trust, Inc. (“Starwood”) for $16.25 per share, an approximate 22% discount to Starwood’s estimated net asset value of $20.76 as of August 31, 2025.

Starwood is a non-traded real estate investment trust, and its share redemption program is oversubscribed. The share redemption program only redeemed approximately 4% of each stockholder’s repurchase requests in June, July, and August 2025. Thus, shareholders are not able to effectively redeem their shares via repurchase from Starwood unless they own less than $2,500. Our offer gives Starwood shareholders the opportunity to get out of all shares quickly rather than taking many years at the current rate.

If MacKenzie and its affiliates are successful in purchasing 150,000 shares of Starwood, they will have invested $2.438 million for shares that Starwood estimates are worth $3.114 million. This represents a potential $676,500 gross profit if that estimated value is realized in the future. MacKenzie and its affiliates purchased over $3 million in Starwood shares in their February 2025 and July 2024 tender offers at $15.30 and $17.50 per share, respectively, and they have been submitted for redemption. Starwood redeemed approximately 6,750 shares owned by us and our affiliates in September 2025 at $20.76, greater than a 30% return in less than a year on the most tender price (or a ~18% return on the 2024 purchases). We hope that the offer launched today will have similar results.

This material does not constitute an offer to buy any of the Class S shares of Starwood. The full details of the offer are set forth in the Company’s Offer to Purchase and in the related Assignment Form, which you should read, available at www.mackenziecapital.com/tenders/SREIT.pdf, or by calling or writing us for a free copy.

Purchases of Shares of MacKenzie by its Adviser and Aurora Leasing Update

MacKenzie also announced that its Adviser, MacKenzie Real Estate Advisers, LP, has acquired another 15,000 shares of MacKenzie, resulting in ownership by the Adviser, Robert Dixon, and an affiliate of over 7% of the outstanding shares of common stock of MacKenzie (as disclosed in Section 16 filings last week).

Mr. Dixon said “we have purchased another block of the Company’s shares because we still believe it is a good investment and that the value of the shares substantially exceeds the market price. We believe the Company has turned the corner as evidenced by its continued trend toward AFFO profitability, with the most recent annual results showing an 84% improvement in that category. We have begun leasing our multifamily development, Aurora at Green Valley, and already have leased 36% of the project! We believe in the future of MacKenzie and continue put our own money where our conviction is.”

About MacKenzie Realty Capital, Inc.

MacKenzie, founded in 2013, is a West Coast-focused REIT that intends to invest at least 80% of its total assets in real property, and up to a maximum of 20% of its total assets in illiquid real estate securities. We intend for the real property portfolio to be approximately 50% multifamily and 50% boutique class A office. The current portfolio includes interests in 5 multifamily properties and 8 office properties plus 1 multifamily development.

For more information, please contact MacKenzie at (800) 854-8357. Please visit our website at: http://www.mackenzierealty.com

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, among others, our ability to remain financially healthy, and our expected future growth prospects. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory,” “focus,” “work to,” “attempt,” “pursue,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. For a further discussion of factors that could cause our future results, performance, or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” in annual reports on Form 10-K and quarterly reports on Form 10-Q that we file with the Securities and Exchange Commission from time to time.

89 Davis Road, Suite 100 • Orinda, California 94563 • Toll-Free (800) 854-8357 • Local (925) 631-9100 • www.mackenzierealty.com