Woodbridge Liquidation Trust 10-Q for FY2027 Q1
Woodbridge Liquidation Trust (WBQNL)
10-Q
2026-11-13
For: 2026-09-30
View Original
Added on
November 13, 2026
About this 10-Q
Woodbridge Liquidation Trust filed this 10-Q on November 13, 2026, covering the quarter ended September 30, 2026 (FY2027 Q1).
Woodbridge Liquidation Trust expects to complete liquidation activities by February 15, 2028, although the construction defect claim may require additional time. Another distribution to Interestholders is unlikely until that claim and related litigation are resolved. AI summary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30,
or
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: 000-56115
(Exact name of registrant as specified in its charter)
| | | |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employment Identification No.) |
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| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (310 ) 765-1550
Securities registered pursuant to Section 12(b) of the Act: None
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, a smaller reporting company, or an emerging growth company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company’’ and “emerging growth company” in Rule 12b-2 of the Exchange Act.
1
| Large accelerated filer ☐ | 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 pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
1
Woodbridge Liquidation Trust
Form 10-Q
September 30, 2026
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PART I. FINANCIAL INFORMATION
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Item 1.
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1
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2
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3
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Item 2.
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16
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Item 3.
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26
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Item 4.
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26
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PART II. OTHER INFORMATION
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Item 1.
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27
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Item 1A.
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28
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Item 2.
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28
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Item 3.
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28
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Item 4.
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28
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Item 5.
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28
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Item 6.
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29
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PART I.
FINANCIAL INFORMATION
Woodbridge Liquidation Trust and Subsidiaries
As of September 30, 2026 and June 30, 2026
($ In Thousands)
| 9/30/2026 | ||||||||
| (Unaudited) | 6/30/2026 | |||||||
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Assets
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Cash, cash equivalents and short-term investments
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$ | $ | ||||||
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Restricted cash (Note 3)
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Other assets (Note 4)
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Total assets
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$ | $ | ||||||
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Liabilities
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Accounts payable and accrued liabilities
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$ | $ | ||||||
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Distributions payable
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Accrued liquidation costs (Note 5)
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Total liabilities
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$ | $ | ||||||
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Commitments and Contingencies (Note 13)
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Net Assets in Liquidation
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$ | $ | ||||||
See accompanying notes to unaudited consolidated financial statements.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (Continued)
Woodbridge Liquidation Trust and Subsidiaries
For the Three Months Ended September 30, 2026 and 2025
(Unaudited, $ in Thousands)
| Three Months Ended | ||||||||
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September 30, 2026
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September 30, 2025
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Net Assets in Liquidation as of beginning of period
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$ | $ | ||||||
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Change in assets and liabilities (Note 7):
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Change in carrying value of assets and
liabilities, net
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Distributions (declared) reversed, net
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( | ) | ||||||
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Net change in assets and
liabilities
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Net Assets in Liquidation as of end of period
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$ | $ | ||||||
See accompanying notes to unaudited consolidated financial statements.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (Continued)
Woodbridge Liquidation Trust and Subsidiaries
For the Three Months Ended September 30, 2026 and 2025 (Unaudited)
1)
Formation, Organization and Description of Business
Formation
Woodbridge Liquidation Trust (the “Trust”) was established (i) for the purpose of collecting, administering, distributing and liquidating the Trust assets for the benefit of the Trust beneficiaries in accordance with the Liquidation Trust Agreement and the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and its chapter 11 affiliated debtors, each a “Debtor” (and collectively, the “Debtors”) dated August 22, 2018 (as amended, modified, supplemented or restated from time to time, the “Plan”); (ii) to resolve disputed claims asserted against the Debtors; (iii) to litigate and/or settle causes of action (“Causes of Action”); and (iv) to pay certain allowed claims and statutory fees, as required by the Plan. The Trust was formed on February 15, 2019 (the “Plan Effective Date”) as a statutory trust under Delaware law.
On the Plan Effective Date, in accordance with the Plan, (a) the following assets automatically vested in the Trust: (i) an aggregate $5,000,000 in cash from the Debtors for the purpose of funding the Trust’s initial expenses of operation; (ii) certain claims and Causes of Action; (iii) all of the outstanding equity interests of the Wind-Down Entity (as defined below); and (iv) certain other non-real estate related assets, (b) the equity interests of Woodbridge Group of Companies, LLC and Woodbridge Mortgage Investment Fund 1, LLC (together, the “Remaining Debtors”) were cancelled and new equity interests representing all of the newly issued and outstanding equity interests in the Remaining Debtors were issued to the Trust, (c) all of the other Debtors other than the Remaining Debtors were dissolved and (d) the real estate-related assets of the Debtors were automatically vested in the Trust’s wholly-owned subsidiary, Woodbridge Wind-Down Entity LLC (the “Wind-Down Entity”) or one of the Wind-Down Entity’s 43 wholly-owned single member LLCs (the “Wind-Down Subsidiaries”) formed to own the respective real estate assets. The Trust, the Remaining Debtors, the Wind-Down Entity and the Wind-Down Subsidiaries are collectively referred to herein as the “Company.” The Wind-Down Entity and the Wind-Down Subsidiaries are collectively referred to herein as the “Wind-Down Group.”
As further discussed in Note 8, the Trust has two classes of liquidation trust interests: Class A Liquidation Trust Interests (the “Class A Interests”) and Class B Liquidation Trust Interests (the “Class B Interests”). The holders of Class A Interests and Class B Interests are collectively referred to as “Interestholders”. The Class A Interests and Class B Interests are collectively referred to as “Liquidation Trust Interests”.
On December 24, 2019, the Trust’s Registration Statement on Form 10 relating to the Trust’s Class A Interests became effective under the Securities Exchange Act of 1934 (the “Exchange Act”). The trading symbol for the Trust’s Class A Interests is WBQNL. Bid and asked prices for the Trust’s Class A Interests are quoted on the OTC Link® ATS, the SEC-registered alternative trading system. The Class A Interests are eligible for the Depository Trust Company’s Direct Registration System services. The Class B Interests have not been registered under the Exchange Act and are not publicly traded.
Organization
The Trust does not have directors, executive officers, or employees. All of the management and executive authority of the Trust resides with the Liquidation Trustee, subject to the supervision of a supervisory board (the “Supervisory Board”). The Wind-Down Entity is separately managed by its board of managers.
The Liquidation Trust Interests are non-voting. The holders of the Class A Interests and the Class B Interests have the same rights, except with respect to certification, transferability and payment of distributions. See Note 9 regarding the priority and manner of distribution of available cash to Interestholders.
The Wind-Down Entity, from time to time, makes distributions to the Trust, as available. The Trust in turn makes distributions, from time to time, to the Trust beneficiaries, as available.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (Continued)
Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
For the Three Months Ended September 30, 2026 and 2025 (Unaudited)
As required by the Trust Agreement then in effect, in connection with seeking an extension of the termination date past February 15, 2027, on or about April 10, 2026, the Trust received a private letter ruling from the IRS providing that any further extension of the Trust to February 15, 2030 would not jeopardize the Trust’s status as a liquidating trust. The Company currently projects a revised estimated completion date for the Company’s liquidation activities of February 15, 2028. On August 3, 2026, the Trust filed a motion with the Bankruptcy Court to extend the termination date of the Trust to February 15, 2028, which was granted on August 19, 2026.
As of September 30, 2026, the Trust is to be terminated upon the first to occur of (i) the making of all distributions required to be made and a determination by the Liquidation Trustee that the pursuit of additional Causes of Action held by the Trust is not justified or (ii) February 15, 2028 (as extended from time to time, the “Outside Termination Date”). The Trust is required to file a motion with the Bankruptcy Court to extend the Outside Termination Date of the Trust beyond February 15, 2028. The Bankruptcy Court may approve an extension of the Outside Termination Date if deemed necessary to facilitate or complete the recovery on, and liquidation of, the Trust assets.
If it deems it necessary, or appropriate, the Trust will seek one or more additional extensions of the current Outside Termination Date to facilitate the orderly liquidation of the Trust’s assets, including the resolution of the construction defect claim against the Development Entity and the resolution of the Development Entity’s claims against its insurer and other third parties in connection with the construction defect claim. If the Trust is extended beyond February 15, 2028, the Company will incur costs in addition to those that have been accrued to date.
Pursuant to its Limited Liability Company Agreement, the Wind-Down Entity shall dissolve upon the first to occur of the following: (i) the written consent of the Trust, (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware LLC Act and (iii) the sale or other disposition of all of the Wind-Down Entity’s Assets.
Description of Business
The Company is required to liquidate its assets and distribute available cash to the Trust beneficiaries. The liquidation activities are carried out by the Trust, the Wind-Down Entity and the Wind-Down Subsidiaries. With the exception of the activities described below, the Company’s operations are substantially complete.
As of September 30, 2026, the Trust is pursuing the collection of settlement receivables and judgments and owns one single-family home subject to a life estate (see Note 4 for additional information).
As of September 30, 2026, the Wind-Down Entity’s primary activity is addressing the resolution of a construction defect claim and related litigation (see Notes 5 and 13 for additional information).
As more fully discussed in Note 2, the Company uses the Liquidation Basis of Accounting. Net assets in liquidation represent the remaining estimated aggregate value available to Interestholders upon liquidation, with no discount for the timing of proceeds (undiscounted). Actual net liquidation proceeds, other recoveries and liquidation costs may differ materially from the estimated amounts due to the uncertainty in the timing and cost of completing the liquidation activities.
No assurance can be given that total distributions will equal or exceed the estimate of net assets in liquidation presented in the consolidated statements of net assets in liquidation. Furthermore, it is not possible to predict the timing of any additional distributions to Interestholders, if any. See Note 9 for additional information relating to the suspension of distributions to Interestholders.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (Continued)
Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
For the Three Months Ended September 30, 2026 and 2025 (Unaudited)
2)
Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the consolidated financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods. These consolidated financial statements have been presented in accordance with Accounting Standards Codification (“ASC”) Subtopic 205-30, “Liquidation Basis of Accounting,” as amended by Accounting Standards Update (“ASU”) No. 2013-07, “Presentation of Financial Statements (Topic 205), Liquidation Basis of Accounting.” The June 30, 2026 consolidated statement of net assets in liquidation included herein was derived from the audited consolidated financial statements as of and for the year ended June 30, 2026 but does not include all disclosures or notes required by U.S. GAAP for complete financial statements.
All material intercompany accounts and transactions have been eliminated.
Use of Estimates
U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and for the period then ended. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically, and the carrying amounts of assets and liabilities are revised in the period that available information supports a change in the carrying amount.
Liquidation Basis of Accounting
Under the liquidation basis of accounting, all assets are recorded at their estimated net realizable value or liquidation value, which represents the estimated amount of net cash that will be received upon the disposition of the assets (on an undiscounted basis).
Liabilities, including estimated costs associated with implementing and completing the Plan, are measured in accordance with U.S. GAAP that otherwise apply to those liabilities. The Company has recorded estimated development costs, estimated reserves for contingent liabilities including potential construction defect claims, and the estimated general and administrative costs to be incurred until the completion of the liquidation of the Company. When estimating development costs, the Company considers estimates of costs to complete known repairs and to address potential construction defect claims and other costs. Projected general and administrative cost estimates take into account operating costs through completion of the liquidation of the Company, currently estimated to be February 15, 2028.
These estimated amounts are presented in the accompanying consolidated statements of net assets in liquidation. As additional information becomes available, the estimated amounts may change and may significantly reduce the amount of net assets in liquidation. All changes in the estimated liquidation value of the Company’s assets and liabilities are reflected as a change to the Company’s net assets in liquidation.
On a quarterly basis, the Company reviews the estimated liquidation costs, the estimated date of the completion of the liquidation of the Company and records any significant changes.
Other Assets
The Company recognizes recoveries from the settlement of Causes of Action when an agreement is executed, final court approval is received (if required), and collectability is reasonably assured. An allowance for uncollectible settlement installment receivables is recorded when there is doubt about the collectability of the receivable.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (Continued)
Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
For the Three Months Ended September 30, 2026 and 2025 (Unaudited)
The Company accrues expected interest earnings when it can reasonably estimate the amount to be received. The Company uses a forward yield curve to estimate the interest rate to be earned and its expected future cash balances to estimate the dollar amount that will earn interest through the currently estimated Trust termination date of February 15, 2028.
The measurement of real estate assets is based on current contracts if contingencies (if any) have been removed, estimates and other indications of sales value, net of estimated costs.
The Company maintains liability insurance coverage for construction defects. An insurance recovery is accrued when it is deemed probable and reasonably estimable under the loss recovery model in accordance with ASC 450 “Contingencies” (“ASC 450”). The portion of an insurance claim in excess of costs accrued is recognized upon approval of the claim and receipt of the related payment, under the gain contingency model in accordance with ASC 450.
Fair Fund recoveries are recorded when collectability is reasonably assured. In addition, the Company recognizes other amounts to be received based on contractual terms or when the amounts to be received are probable and estimable.
The Company has not recorded any amounts from the future collections of judgments, insurance or Fair Fund recoveries since these cannot be reasonably estimated. The amount recovered may be material to the Company's net assets in liquidation.
Accrued Liquidation Costs
The Company accrues estimated liquidation costs to the extent they are known and are reasonably estimable. These costs consist of (a) estimated development costs, primarily costs to address the Development Entity’s construction defect claim and estimated reserves for contingent liabilities including potential construction defect claims and the administration of such potential construction defect claims after the Company’s liquidation activities are completed (see Notes 5 and 13 for additional information) and (b) estimated general and administrative costs, including payroll, legal and other professional fees, trustee and board fees, rent and other office related expenses, and other general and administrative costs to operate the Company until the completion of the Company's liquidation activities, currently estimated to be February 15, 2028. Accrued liquidation costs for general and administrative costs consider the estimated recurring historical amounts as well as expected costs to terminate the trust. If the Trust is extended beyond February 15, 2028, the Company will incur costs in addition to those that have been accrued to date.
Upon the recognition of a loss contingency, the associated costs that are probable and estimable are recognized in accrued liquidation costs. Accrued liquidation costs include estimated costs for the initial repair phase, and certain preliminary estimated costs for the evaluation and engineering and costs of subsequent phases of repair. The Company has included preliminary estimates of costs to complete subsequent phases of repair to address the construction defect claim asserted against the Development Entity, but it is unknown whether all or a portion of such costs will be ultimately borne by third parties (including the Company’s insurers). In addition, such estimates of repair costs are based on a preliminary scope of work, and the actual scope of work and costs may vary significantly from such estimates. As stated above, the Company reviews the accrued costs every quarter and records any significant changes based on available information.
Cash Equivalents and Short-Term Investments
The Company considers money market accounts and certificates of deposit that have a maturity date of 90 days or less at the time of investment to be cash equivalents. The Company considers certificates of deposit and money market accounts that have a maturity date of more than 90 days to be short-term investments.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (Continued)
Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
For the Three Months Ended September 30, 2026 and 2025 (Unaudited)
Restricted Cash
Restricted cash includes cash that can only be used for certain specified purposes as described in Note 3.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, short-term investments and restricted cash, which are held as deposits in multiple financial institutions. The Company’s short-term investments are certificates of deposit and a $40,000,000 money market account that matures on April 23, 2027. The deposit balances in any one financial institution may exceed the Federal Deposit Insurance Corporation (the “FDIC”) insurance limit of $250,000. The Company mitigates this risk by using sweep accounts, when available, to reduce deposit balances at any one financial institution consistent with FDIC insurance limits.
Income Taxes
The Trust is intended to be treated as a grantor trust for income tax purposes and, accordingly, is not subject to federal or state income tax on any income earned or gain recognized by the Trust. The Trust’s beneficiaries are treated as the owner of a pro rata portion of each asset, including cash and each liability received by and held by the Trust. Each beneficiary will be required to report on his or her federal and state income tax return his or her pro rata share of taxable income, including gains and losses recognized by the Trust. Accordingly, there is no provision for federal or state income taxes recorded in the accompanying consolidated financial statements.
The Company regularly analyzes its various federal and state filing positions and only recognizes the income tax effect in the consolidated financial statements when certain criteria regarding uncertain income tax positions have been met. The Company believes that its income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provision for uncertain income tax positions has been recorded in the consolidated financial statements.
Segment Reporting
The Company has one reportable segment as described in Note 12.
3)
Restricted Cash
The Company’s restricted cash as of September 30, 2026 (unaudited), with comparative information as of June 30, 2026, is as follows ($ in thousands):
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September 30, 2026
(unaudited) |
June 30, 2026
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Distributions
restricted by the Company (a)
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$ | $ | ||||||
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Fair Fund,
legally restricted for distribution (b)
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Forfeited
Assets (Note 6)(c)
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Total
restricted cash
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$ | $ | ||||||
(a)
(b)
(c)
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (Continued)
Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
For the Three Months Ended September 30, 2026 and 2025 (Unaudited)
4)
Other Assets
The Company’s other assets as of September 30, 2026 (unaudited), with comparative information as of June 30, 2026, are as follows ($ in thousands):
| September 30, 2026 | ||||||||
| (unaudited) | June 30, 2026 | |||||||
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Accrued interest(a)
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$ | $ | ||||||
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Real estate assets, net(b)
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Settlement receivables, net(c)
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Total other assets
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$ | $ | ||||||
(a)
(b)
(c)
5)
Accrued Liquidation Costs
The following is a summary of the items included in accrued liquidation costs as of September 30, 2026 (unaudited), with comparative information as of June 30, 2026 ($ in thousands):
| September 30, 2026 (unaudited) | June 30, 2026 | |||||||
| Development and holding costs | $ | $ | ||||||
| General and administrative costs: | ||||||||
| Legal and other professional fees | ||||||||
| Directors and officers insurance | ||||||||
| Payroll and payroll-related | ||||||||
| Board fees and expenses | ||||||||
| Other | ||||||||
| Total general and administrative costs | ||||||||
| Total accrued liquidation costs | $ | $ | ||||||
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (Continued)
Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
For the Three Months Ended September 30, 2026 and 2025 (Unaudited)
As of September 30, 2026, the Company’s accrued development costs consist of costs incurred but not yet paid, and costs to be incurred, in connection with the construction defect claim asserted against the Development Entity. These costs include the estimated costs for the initial repair phase of the subject property, as well as estimated costs for the evaluation and engineering and preliminary estimated costs of subsequent phases of repair based on a preliminary scope of work. Accrued development costs also include estimated legal and professional fees for coordinating the pursuit of litigation related to the construction defect and related insurance claims based on information available to date.
As stated above, additional repairs beyond the initial phase will be necessary. In evaluating the repairs needed for the second phase, the Development Entity is assembling a team of professionals, performing engineering studies and site analyses and monitoring the results of the initial phase. At this time, the scope of work, timing and cost for the additional phases of repair are in their early stages of being assessed. Therefore, the estimated costs of this work are the Company’s current estimates and are subject to change as additional information becomes available. The costs for the subsequent phases of repair, as well as related legal and professional fees, will be reviewed quarterly, and the Company will record any significant changes. A portion of the accrued development costs relate to estimated reserves for contingent liabilities, including other potential construction defect claims, and the administration of such claims after the Company’s liquidation activities are completed.
The Company is currently unable to estimate whether all or a portion of the total costs will ultimately be borne by third parties (including the Company’s insurers). As of September 30, 2026, the cash, cash equivalents and short-term investments in the Company's consolidated financial statements include approximately $826,000 of unspent funds advanced by the primary and first excess layer insurer. Any future insurance recoveries will be recorded when they are deemed probable and estimable.
If the Trust is extended beyond February 15, 2028, the Company will incur general and administrative costs in addition to those that have been accrued to date. A portion of the additional accrued liquidation costs relate to estimated reserves for contingent liabilities including potential construction defect claims and the administration of such claims after the Company’s liquidation activities are completed.
6)
Forfeited Assets
The Trust entered into a resolution agreement with the DOJ which provided that the Trust would receive the assets forfeited (the “Forfeited Assets”) by Robert and Jeri Shapiro. The agreement provided for the release of specified Forfeited Assets by the DOJ to the Trust and for the Trust to liquidate those assets and distribute the net sale proceeds to Qualifying Victims. Qualifying Victims consist of the former holders of allowed Class 3 and 5 claims as of the Plan Effective Date and their permitted assigns but do not include former holders of Class 4 claims.
In March 2021, the Trust received certain Forfeited Assets from the DOJ, including cash and other assets, and the Company recorded the total estimated net realizable value of the Forfeited Assets of approximately $3,459,000 . On February 23, 2024, the Trust received and recorded approximately $560,000 in cash from the DOJ that was forfeited by a co-defendant of Robert Shapiro. As of December 17, 2024, the Trust had completed its activities related to the liquidation of the Forfeited Assets.
On December 17, 2024, a distribution of net sales proceeds of Forfeited Assets of approximately $4,153,000 was paid to Qualifying Victims, which represented a distribution of approximately $4.71 per $1,000 of Total Net Qualifying Victim Claims. Distributions to Qualifying Victims were allocated pro-rata based on their net allowed Class 3 and Class 5 claims (the “Net Allowed Class 3 and Class 5 Claims”) plus unresolved Class 3 and Class 5 claims without considering the (i) 5 % enhancement for contributing their Causes of Action and (ii) 72.5 % Class 5 coefficient. As of December 17, 2024, the Net Allowed Class 3 and Class 5 Claims were approximately $881,540,000 and net unresolved Class 3 and Class 5 claims were approximately $50,000 (together referred to as the “Total Net Qualifying Victim Claims”).
As of September 30, 2026 and June 30, 2026, the Company has approximately $12,000
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (Continued)
Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
For the Three Months Ended September 30, 2026 and 2025 (Unaudited)
7)
Net Change in Assets and Liabilities
The following provides details of the change in the carrying value of assets and liabilities, net during the three months ended September 30, 2026 (unaudited) ($ in thousands):
| Cash Activities | Remeasure- ment | Total | ||||||||||
|
Cash,
cash equivalents and short-term investments
|
$ | ( | ) | $ | $ | ( | ) | |||||
|
Restricted
cash
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||||||||||||
|
Other
assets
|
( | ) | ( | ) | ||||||||
|
Total
assets
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$ | ( | ) | $ | $ | ( | ) | |||||
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Accounts
payable and accrued liabilities
|
$ | $ | $ | |||||||||
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Accrued
liquidation costs
|
( | ) | ( | ) | ( | ) | ||||||
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Total
liabilities
|
$ | ( | ) | $ | ( | ) | $ | ( | ) | |||
|
Change
in carrying value of assets and liabilities, net
|
$ | $ | $ | |||||||||
During the three months ended September 30, 2026, there were no distributions (declared) reversed.
Distributions payable decreased by approximately $47,000 during the three months ended September 30, 2026.
The following provides details of the change in the carrying value of assets and liabilities, net during the three months ended September 30, 2025 (unaudited) ($ in thousands):
|
Cash
Activities |
Remeasure-
ment |
Total
| ||||||||||
|
Cash,
cash equivalents and short-term investments
|
$ | ( | ) | $ | $ | ( | ) | |||||
|
Restricted
cash
|
||||||||||||
|
Other
assets
|
( | ) | ( | ) | ||||||||
|
Total
assets
|
$ | ( | ) | $ | $ | ( | ) | |||||
|
Accounts
payable and accrued liabilities
|
$ | $ | ( | ) | $ | ( | ) | |||||
|
Accrued
liquidation costs
|
( | ) | ( | ) | ||||||||
|
Total
liabilities
|
$ | ( | ) | $ | ( | ) | $ | ( | ) | |||
|
Change
in carrying value of assets and liabilities, net
|
$ | $ | $ | |||||||||
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (Continued)
Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
For the Three Months Ended September 30, 2026 and 2025 (Unaudited)
The following provides details of the distributions (declared) reversed, net during the three months ended September 30, 2025 (unaudited) ($ in thousands):
|
Distributions declared
|
$ | ( | ) | |||
|
Distributions reversed
|
||||||
|
Distributions (declared) reversed, net
|
$ | ( | ) |
Distributions payable increased by approximately $529,000 during the three months ended September 30, 2025. See Note 9 for additional information.
8)
Liquidation Trust Interests
The following table summarizes the Liquidation Trust Interests (rounded) for the three months ended September 30, 2026 and 2025 (unaudited):
| For the Three Months Ended September 30, | ||||||||||||||||
|
2026
|
2025 | |||||||||||||||
| Liquidation Trust Interests | Class A | Class B | Class A | Class B | ||||||||||||
| Outstanding at beginning of period | ||||||||||||||||
| Allowed claims | ||||||||||||||||
| |
||||||||||||||||
| Outstanding at end of period | ||||||||||||||||
At the Plan Effective Date, certain claims were disputed. As those disputed claims were resolved, additional Class A Interests and (if applicable) Class B Interests were issued on account of allowed claims and no Class A Interests or Class B Interests were issued on account of disallowed claims. As of September 30, 2025, all disputed claims were resolved.
9)
Distributions
The Plan provides for a distribution waterfall that specifies the priority and manner of distribution of available cash to Interestholders, excluding distributions to Qualifying Victims of net sales proceeds from Forfeited Assets (see Note 6 for additional information). Distributions are to be made (a) to the Class A Interests until they have received distributions of $75.00 per Class A Interest; thereafter (b) to the Class B Interests until they have received distributions of $75.00 per Class B Interest; thereafter (c) to each Liquidation Trust Interest (whether a Class A Interest or Class B Interest) until the aggregate of all distributions made pursuant to this clause equals an amount equivalent to interest, at a per annum fixed rate of 10 %, compounded annually, accrued on the aggregate principal amount of all Net Note Claims, Allowed General Unsecured Claims and Net Unit Claims, all as defined in the Plan, treating each distribution pursuant to (a) and (b) above as reductions of such principal amount; and thereafter (d) to the holders of Allowed Subordinated Claims, as defined in the Plan, until such claims are paid in full, including interest, at a per annum fixed rate of 10 % or such higher rate as may be agreed to, as provided for in the Plan, compounded annually, accrued on the principal amount of each Allowed Subordinated Claim.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (Continued)
Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
For the Three Months Ended September 30, 2026 and 2025 (Unaudited)
On August 3, 2023, the Supervisory Board, at the recommendation of the Liquidation Trustee, suspended the making of additional Trust distributions to Interestholders, pending the result of the investigation of a construction defect claim asserted against the Development Entity by the buyer of a single-family home sold by the Development Entity for approximately $60 million. At this time, it is unlikely that there will be another distribution, if any, to Interestholders until the construction defect claim and related litigation are resolved. Holders of Liquidation Trust Interests are advised that the Trust has liquidated substantially all of its real estate assets and resolved all of its Causes of Action; however, given the pending construction defect claim, the Trust is unable to estimate the timing and amount of future distributions, if any.
There were no
For every distribution, a deposit was made into a restricted cash account for amounts (a) payable for Class A Interests that may be issued in the future upon the allowance of unresolved claims, (b) in respect of Class A Interests issued on account of recently allowed claims, (c) for holders of Class A Interests who failed to cash distribution checks mailed in respect of prior distributions, (d) for distributions that were withheld due to pending avoidance actions and (e) for holders of Class A Interests for which the Trust is waiting for further beneficiary information.
During the three months ended September 30, 2026 and 2025, as (a) claims were resolved, (b) claims were allowed, (c) addresses for holders of uncashed distribution checks were obtained, (d) pending avoidance actions were resolved and (e) further beneficiary information was received, distributions of approximately $48,000 and $13,000 , respectively, were paid to holders of Class A Interests from the restricted cash account and distributions payable were reduced by the same amount.
During the three months ended September 30, 2025, approximately $541,000 was received from the Company’s transfer agent relating to Class A Interest distribution checks that were returned or not cashed. The amount was deposited into the restricted cash account and distributions payable was increased by the same amount. No amounts were received from the transfer agent during the three months ended September 30, 2026.
During the three months ended September 30, 2025, approximately $800 of distributions were paid in excess of the amount in the restricted cash account, therefore distributions declared were increased by that amount. There were no such payments during the three months ended September 30, 2026.
10)
Related Party Transactions
The Liquidation Trustee of the Trust is entitled to receive 5 % of the total gross amount recovered by the Trust from the pursuit of the Causes of Action. During the three months ended September 30, 2026, the accrued amount due to the Liquidation Trustee was reduced by approximately $40 as a result of an increase in the allowance for uncollectible settlement receivables. During the three months ended September 30, 2025, approximately $60 was accrued as an amount due to the Liquidation Trustee. As of September 30, 2026 and June 30, 2026, approximately $31,000 No
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (Continued)
Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
For the Three Months Ended September 30, 2026 and 2025 (Unaudited)
Akerman
LLP, a law firm based in Miami, Florida, of which the Liquidation Trustee is a
partner, provides legal services to the Trust. The Liquidation Trustee of the
Trust is entitled to base compensation at an hourly rate of $598.95 24,000 and $48,000 , respectively. The amounts payable to
Akerman LLP for these services as of September 30, 2026 and June 30, 2026 were
approximately $16,000 and $11,000 , respectively. These amounts are included in
accrued liquidation costs.
On May 12, 2025, the Company entered into an arrangement with Akerman LLP for the provision of legal services related to the Trust requesting a private letter ruling from the U.S. Internal Revenue Service concerning the Trust’s status as a liquidating trust under §301.7701.4(d) of the U.S. Treasury Regulations, which was required at such time in connection with the Trust's request for an extension of the termination date beyond February 15, 2027. During the three months ended September 30, 2025, the amount paid to Akerman LLP for these services was approximately $60,000 . During the three months ended September 30, 2026, there were no
11)
Causes of Action
One of the Trust’s liquidation activities is to litigate and/or settle Causes of Action. The Trust has also filed numerous avoidance actions. As of September 30, 2026, all Causes of Action and avoidance actions (excluding the pending actions related to the Development entity as discussed herein) have been resolved, resulting in settlement recoveries by or judgments in favor of the Trust. Additionally, since February 15, 2019 and as of September 30, 2026, the Trust has obtained default, stipulated and summary judgments related to certain avoidance actions. It is unknown at this time how much, if any, will ultimately be collected on the judgments. Therefore, the Company has not recognized any potential future recoveries from these judgments.
During the three months ended September 30, 2025, the Company recorded approximately $400 from the settlement of Causes of Action. During the three months ended September 30, 2026, the Company did record any amounts from the settlement of Causes of Action. The Company also recorded liabilities of 5 % of the settlements as amounts payable to the Liquidation Trustee and an adjustment to the allowance for uncollectible settlement installment receivables. See Note 4 for additional information about the settlement receivables, net as of September 30, 2026 and June 30, 2026.
12)
Segment Reporting
ASC 280, Segment Reporting (“Topic 280”) establishes standards for reporting information about operating segments on a basis consistent with our internal organizational structure as well as information about geographical areas and business segments. The management approach was used to determine reportable operating segments. The Company’s only business activity is to liquidate the Company’s assets and distribute the available cash to the Interestholders. As discussed in Note 2, the Company uses the Liquidation Basis of Accounting and therefore doesn’t report revenues in its consolidated financial statements. The Company is managed on a consolidated basis.
The chief operating decision maker (“CODM”) has been identified as the Liquidation Trustee, who reviews results when making decisions about allocating resources and assessing performance and the management of our business activities. The CODM reviews consolidated financial performance on a quarterly basis including accrued liquidation costs as presented in Note 5. Based on management’s assessment, the Company determined that it has only one operating segment and therefore one reportable segment, as defined by Topic 280.
The accounting policies for the Company’s single reportable segment are the same as those described in Note 2. The measure of segment assets is reported on our consolidated statements of net assets in liquidation, and the CODM assesses performance and decides how to allocate resources based on the consolidated changes in net assets in liquidation as reported in our consolidated financial statements.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (Continued)
Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
For the Three Months Ended September 30, 2026 and 2025 (Unaudited)
13)
Commitments and Contingencies
Since the Company uses the liquidation basis of accounting, the Company has accrued estimated liquidation costs to the extent they are reasonably determinable, which includes the items discussed in this footnote.
Office Lease
The Company has a lease for office space through May 31, 2027. The monthly rent is approximately $1,750 .
Employment Agreements
The Wind-Down Entity has part-time employment agreements with its two executive officers which renew automatically on an annual basis, subject to the right of either party to terminate the agreement at any time and for any reason on thirty days ’ advance written notice.
Construction Defect Claim
In June 2023, the owner of a single-family home sold by the Development Entity for approximately $60 million asserted a construction defect claim against the Development Entity. The claim alleges soil-related damage to retaining walls, the pool, indoor and outdoor flooring, among other things, and other damage resulting from water leaks. The Development Entity and its engineering consultants are evaluating and implementing a multi-phase repair plan to address the situation.
The initial repair phase and the monitoring of the retaining wall and adjoining area began during the quarter ended March 31, 2026. Based on current information, the initial phase is expected to be completed by the end of calendar year 2026; however, the timing is uncertain because there have been numerous delays and additional delays may arise. Once the initial retaining wall repair is completed, the retaining wall and site will continue to be monitored for a period of time.
In addition, there have been other construction defect issues at this property that have required immediate repair, including pool leaks, water leaks and seepage in the garage and other areas of the home, and multiple glass pane breakages. The Development Entity has completed some repairs in response to these claims, but until the initial repair of the retaining wall and monitoring activities are completed, the Development Entity will be unable to complete all necessary repairs.
The Development Entity’s consultants and engineers continue to evaluate the scope of repairs required to remedy defects. The results of engineering studies, site soil analyses and site monitoring are expected to help define the required additional scope of work. To date, certain repairs have been identified with respect to the pool, pool deck and cracks in the interior ceilings and floors. Additional repairs may be required.
Based on current information available to it, the Development Entity expects to resolve the construction defect claim by February 15, 2028; however, it may take longer based on the results of the initial phase of repair, subsequent monitoring and the scope of additional repairs that may be required, as well as unforeseen delays in construction. In such case, the Trust may seek to further extend its duration beyond February 15, 2028.
As of September 30, 2026, there was approximately $6,531,000 accrued for estimated costs related to the construction defect claim asserted against the Development Entity. The estimated costs are the Development Entity’s current estimate and are subject to change as additional information becomes available. As the results of the initial phase of repair and information from the related monitoring become known and the planning for the subsequent phases is finalized, additional costs may need to be accrued. The amount of the Development Entity’s ultimate exposure for the construction defect claim is currently unknown and may be materially different from the amount that has been accrued as of September 30, 2026 in the Company’s consolidated financial statements (see Note 5 for additional information). The Development Entity reviews these estimates on a quarterly basis and accrues updated cost estimates as appropriate.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (Continued)
Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
For the Three Months Ended September 30, 2026 and 2025 (Unaudited)
Construction Defect Insurance
The Company believes that certain costs related to the construction defect claim may ultimately be borne by third parties, including the Development Entity’s insurers, as described below. The Development Entity purchased primary and two excess coverage insurance policies covering certain risks arising out of the Development Entity’s development of the single-family home which is the subject of the construction defect claim.
As of September 30, 2026, the Development Entity has exhausted its primary and first excess layer coverage and has tendered its claim to the second excess layer insurer. As of September 30, 2026, the Development Entity has approximately $826,000 of unspent funds from its primary and first excess layer insurer. The primary and first excess layer insurer has satisfied its obligations under the relevant policies. The second excess layer insurer with a $5,000,000 policy limit has agreed to defend the Development Entity subject to a reservation of rights. Some portion of the $5,000,000 is expected to be used to pay for expert costs paid directly by the second excess layer insurer. These costs are separate and in addition to costs included in accrued liquidation costs.
14) Subsequent Events
The Company evaluates subsequent events up until the date the unaudited consolidated financial statements are issued or are available to be issued.
Distributions
During the period from October 1, 2026 through November 13, 2026, distributions of approximately $37,000 were paid to holders of Class A Interests. Approximately $23,000 of these distributions were paid from the restricted cash account and distributions payable were reduced by the same amount and approximately $14,000 of these distributions were paid from the Trust’s general account, therefore distributions declared were increased by that amount.
PART I.
FINANCIAL INFORMATION (CONTINUED)
The following discussion and analysis of changes in net assets and net assets in liquidation should be read in conjunction with the accompanying unaudited consolidated financial statements of Woodbridge Liquidation Trust and the related notes thereto. The Trust, the Remaining Debtors, the Wind-Down Entity and the Wind-Down Subsidiaries, as used herein, are defined in Note 1 to the consolidated financial statements and are collectively referred to herein as the Company.
Forward-Looking Statements
Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements. Those statements include, without limitation, financial guidance, projections and statements with respect to expectations of future financial condition, changes in net assets in liquidation, cash flows, plans, targets, goals, objectives, performance, and termination and dissolution of the Trust. Such forward-looking statements include, without limitation, statements (other than historical facts) that address future plans, goals, expectations, activities, events or developments. The Trust has tried, where possible, to use words such as “anticipates”, “if”, “believes,” “estimates,” “plans,” “expects,” “intends,” “forecasts”, “initiative, “objective”, “goal, “projects”, “outlook”, “priorities”, “target”, “evaluate”, “pursue”, “seek”, “potential”, “continue”, “designed”, “impact”, “may”, “could”, “would”, “should”, “will” and similar expressions to identify forward-looking statements. Forward-looking statements are based on current expectations and are subject to substantial risks, uncertainties and other factors, many of which are beyond our control and not all of which can be predicted by the Trust. Such risks and uncertainties include the amount of funds needed for construction defect and other claims, the estimated completion date for the Company’s operations, the amount of general and administrative costs, the number and amount of successful Causes of Action and/or settlements and the ability to recover thereon, the amount of funding required to continue litigations, changes in tax and other governmental rules and regulations applicable to the Trust and its subsidiaries, and other risks identified and described in “Part I. Financial Information, Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K, or contained in any of the Trust’s subsequent filings with the SEC including “Part II. Other Information, Item 1A. Risk Factors” of this Form 10-Q. Accordingly, the Trust cannot guarantee that any forward-looking statements will be realized, as actual results may differ materially from those identified or implied in any forward-looking statement. These risks and uncertainties are beyond the ability of the Trust to control, and in many cases, the Trust cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements.
In connection with the “safe harbor” provisions of the Securities Act of 1933 and the Exchange Act, the Trust has identified and is disclosing important factors, risks and uncertainties that could cause its actual results to differ materially from those projected in forward-looking statements made by the Trust, or on the Trust’s behalf. (See “Part II. Other Information, Item 1A. Risk Factors” of this Form 10-Q.) These cautionary statements are to be used as a reference in connection with any forward-looking statements. The factors, risks and uncertainties identified in these cautionary statements are in addition to those contained in any other cautionary statements, written or oral, which may be made or otherwise addressed in connection with a forward-looking statement or contained in any of the Trust’s subsequent filings with the SEC. Because of these factors, risks and uncertainties, the Trust cautions against placing undue reliance on forward-looking statements. Although the Trust believes that the assumptions underlying forward-looking statements are currently reasonable, any of the assumptions could be incorrect or incomplete, and there can be no assurance that forward-looking statements will prove to be accurate. Forward-looking statements speak only as of the date on which they are made. Except as may be required by law, the Trust does not undertake any obligations to modify, update or revise any forward-looking statement to take into account or otherwise reflect subsequent events, corrections in or revisions of underlying assumptions, or changes in circumstances arising after the date that the forward-looking statement was made.
Overview
Pursuant to the Plan, the Trust was formed on February 15, 2019 to hold, either directly or indirectly through the Wind-Down Entity and the Wind-Down Subsidiaries, the assets and equity interests formerly owned by the Debtors. Each of the real properties formerly owned by the Debtors was transferred, on the effective date of the Plan to one of the Wind-Down Subsidiaries. The purpose of the Wind-Down Group is to develop (as applicable), market, and sell those properties to generate cash. Assets formerly owned by the Debtors other than real estate assets and certain cash were transferred to the Trust on the Plan Effective Date. The purpose of the Trust is to receive remittances of cash from the Wind-Down Entity, to resolve disputed claims, to prosecute the Causes of Action, to pay Allowed Administrative Claims and Priority Claims and subject to the payment of Trust expenses and the retention of various reserves, to make distributions of cash to Interestholders in accordance with the Plan.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
The Trust operates pursuant to the Plan and the Trust Agreement. The Trust was formed as a Delaware statutory trust and is administered by the Liquidation Trustee under the supervision of its Supervisory Board. The Wind-Down Entity, a wholly-owned subsidiary of the Trust, operates pursuant to the Plan and the Wind-Down Entity LLC Agreement. The Wind-Down Entity was formed as a Delaware limited liability company and is administered by its Board of Managers. The current sole member of the Board of Managers is also a member of the Supervisory Board of the Trust.
The Bankruptcy Court has retained certain jurisdictions regarding the Trust, the Liquidation Trustee, the Supervisory Board, the Wind-Down Entity, the Board of Managers, and assets of the Trust and the Wind-Down Entity, including the determination of all disputes arising out of or related to administration of the Trust and the Wind-Down Entity and its subsidiaries.
As of September 30, 2026, the number of Liquidation Trust Interests outstanding in each class is as follows:
|
Class
of Interest
|
|||||
|
Class
A Liquidation Trust Interests
|
11,516,157 | ||||
|
Class
B Liquidation Trust Interests
|
675,951 | ||||
Since the Plan Effective Date through September 30, 2026, the Wind-Down Subsidiaries have disposed of approximately 150 properties for aggregate net sales proceeds of approximately $576.80 million. As of September 30, 2026, the Company owned one real estate asset subject to a life estate with a net carrying value of approximately $0.24 million. Going forward, the Company’s most significant activity will be overseeing the resolution of the construction defect claim asserted against the Development Entity and related litigation. The Company’s most significant sources of cash are expected to be from interest income and from insurance carriers and potentially litigation proceeds from other responsible parties. The Company currently expects to complete its liquidation activities by February 15, 2028, although the Company may require additional time to facilitate the orderly liquidation of the Trust’s assets, the resolution of the construction defect claim against the Development Entity, including the resolution of the Company’s claims against its insurers and other third parties in connection with the construction defect claim, or for other reasons.
Discussion of the Company’s Operations
For the three months ended September 30, 2026
The following is a summary of the Consolidated Statement of Changes in Net Assets in Liquidation for the three months ended September 30, 2026 ($ in thousands):
|
Net assets in liquidation as of beginning of period
|
$ | 35,857 | ||
|
Change in carrying value of assets and liabilities, net
|
487 | |||
|
Distributions (declared) reversed, net
|
- | |||
|
Net change in assets and liabilities
|
487 | |||
|
Net assets in liquidation, as of end of period
|
$ | 36,344 |
Net assets in liquidation increased by approximately $0.49 million during the three-month period ended September 30, 2026 as a result of an increase in the net carrying value of assets and liabilities.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
The components of the changes in the carrying value of assets and liabilities, net are as follows ($ in thousands):
|
Remeasurement of assets and liabilities, net
|
$ | 214 | ||
|
Settlement recoveries (1)
|
(1 | ) | ||
|
Other (2)
|
274 | |||
|
Change in carrying value of assets and liabilities, net
|
$ | 487 |
(1)
Net reduction of the 5% payable to the Liquidation Trustee of approximately $37 and a increase in the allowance for uncollectible settlement receivables of approximately $750.
(2)
The components of Other are as follows:
|
Fair Fund recoveries
|
$ | 269 | ||
|
Miscellaneous
|
5 | |||
|
Total
|
$ | 274 |
During the three months ended September 30, 2026, the Company:
●
Received approximately $0.27 million of Fair Fund recoveries.
●
Paid development costs of approximately $1.43 million.
●
Paid general and administrative costs of approximately $0.80 million, including approximately $0.08 million of board member fees and expenses, approximately $0.32 million of payroll and other general and administrative costs and approximately $0.40 million of professional fees.
For the three months ended September 30, 2025
The following is a summary of the Consolidated Statement of Changes in Net Assets in Liquidation for the three months ended September 30, 2025 ($ in thousands):
|
Net assets in liquidation as of beginning of period
|
$ | 37,334 | ||
|
Change in carrying value of assets and liabilities, net
|
703 | |||
|
Distributions (declared) reversed, net
|
(1 | ) | ||
|
Net change in assets and liabilities
|
702 | |||
|
Net assets in liquidation, as of end of period
|
$ | 38,036 |
Net assets in liquidation increased approximately $0.70 million during the three months ended September 30, 2025. This increase was due to an increase in the net carrying value of assets and liabilities of approximately $0.70 million and distributions recorded of approximately $800.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
The components of the change in the carrying value of assets and liabilities, net are as follows ($ in thousands):
|
Remeasurement of assets and liabilities, net
|
$ | 393 | ||
|
Settlement recoveries (1)
|
1 | |||
|
Other (2)
|
309 | |||
|
Change in carrying value of assets and liabilities, net
|
$ | 703 |
(1)
Net of 5% payable to the Liquidation Trustee of approximately $60 and a decrease in the allowance for uncollectible settlement receivables of approximately $800.
(2)
The components of Other are as follows:
|
Forfeited payments to non-contributing claimants in the Comerica settlement because their checks were not cashed
|
$ | 271 | ||
|
Miscellaneous
|
38 | |||
|
Total
|
$ | 309 |
During the three months ended September 30, 2025, the Company:
●
Recorded a distribution of approximately $800.
●
Recorded a receivable from the primary and excess insurer for approximately $0.44 million for out-of-pocket expenses related to the construction defect claim.
●
Recorded approximately $0.27 million from forfeited payments to non-contributing claimants in the Comerica settlement because their checks were forfeited.
●
Paid development costs of approximately $0.33 million.
●
Paid general and administrative costs of approximately $1.23 million, including approximately $0.08 million of board member fees and expenses, approximately $0.28 million of payroll and other general and administrative costs, and approximately $0.87 million of professional fees.
Liquidity and Capital Resources
Liquidity
The Company’s primary sources for meeting its capital requirements are its cash, cash equivalents and short-term investments, receipt of interest earned and liquidating its other remaining assets. The Company’s primary uses of funds are and will continue to be for distributions, if any, and costs relating to the resolution of the construction defect claim and related litigation and other costs. The Company expects to be able to adequately fund its liquidation activities over the next twelve months from its primary sources of capital; however, no assurance can be made in that regard. At this time, the amount of the liability exposure for the construction defect claim cannot be determined and may be in excess of the estimated liquidation costs accrued as of September 30, 2026.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Capital Resources
In addition to cash, cash equivalents and short-term investments as of September 30, 2026 of approximately $55.33 million (of which approximately $0.92 million is restricted), the capital resources available to the Company are as follows:
| ● | Interest Earnings: During the three months ended September 30, 2026, the Company recorded interest earnings of approximately $0.19 million. Unless there is a change in the forward yield curve the Company used to estimate the interest rates to be earned or there is a change in its expected future cash balances, the Company does not expect to record a significant amount of interest earnings in the year ending June 30, 2027. At September 30, 2026, the Company had approximately $2.38 million of accrued interest recorded. The Company expects to receive approximately $1.38 million of this accrued interest during the remainder of the year ending June 30, 2027. |
●
Fair Fund Recoveries: During the three months ended September 30, 2026, the Trust received approximately $269,000 of Fair Fund recoveries from the SEC. It is our understanding that the SEC is in the process of obtaining approval to disburse additional Fair Fund recoveries to the Trust.
●
Proceeds from Real Estate Transactions: As of September 30, 2026, the Company owned one real estate asset subject to a life estate with an estimated carrying value of approximately $0.24 million. Based on the remaining real estate asset of the Company, future net proceeds from the sale of real estate will be negligible as compared to the proceeds the Company has realized in prior periods.
Uses of Liquidity
The primary uses of the Company’s liquidity are to pay operating costs and costs related to construction defect claims and distributions payable. As of September 30, 2026, the Company’s total liabilities were approximately $21.61 million. The total liabilities recorded as of September 30, 2026 may not be indicative of the Company’s future cash needs, which may vary materially from the current estimate.
Given current cash, cash equivalents, short-term investments and restricted cash balances, distributions payable, and expected cash needs, the Company does not expect a deficiency in liquidity in the next twelve months. However, due to the uncertain nature of potential recoveries from insurance claims and costs to be incurred, including costs relating to the construction defect claim and other costs, it is not possible to be certain that the current liquidity will be adequate to cover all future financial needs of the Company.
Distributions
Distributions will be made at the sole discretion of the Liquidation Trustee in accordance with the provisions of the Plan and the Trust Agreement. On August 3, 2023, the Supervisory Board, at the recommendation of the Liquidation Trustee, suspended the making of additional Trust distributions to Interestholders, pending the result of the investigation of a construction defect claim asserted against the Development Entity by the buyer of a single-family home sold by the Development Entity for approximately $60 million. At this time, it is unlikely that there will be another distribution, if any, to Interestholders until the construction defect claim and related litigation are resolved. Holders of Liquidation Trust Interests are advised that the Trust has liquidated substantially all of its real estate assets and resolved all of its Causes of Action; however, given the pending construction defect claim, the Trust is unable to estimate the timing and amount of future distributions, if any.
As of November 13, 2026, the Liquidation Trustee has declared eleven distributions to the Class A Interestholders. The distributions include a cash distribution on account of the then-allowed claims and a deposit that was made into a restricted cash account for amounts that are or may become payable (a) in respect of Class A Interests that may be issued in the future upon the allowance of unresolved bankruptcy claims, (b) in respect of Class A Interests on account of recently allowed claims, (c) for holders of Class A Interests who failed to cash distribution checks mailed in respect of prior distributions, (d) for distributions that were withheld due to pending avoidance actions and (e) for holders of Class A Interests for which the Trust is waiting for further beneficiary information.
The Liquidation Trustee will continue to assess the adequacy of funds held and may make additional cash distributions on account of Class A Interests but does not currently know the timing or amount of any such distribution(s), if any.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Sections 7.6 and 7.18 of the Plan provide that distributions that have not been cashed within 180 calendar days of their issuance shall be null and void and the holder of the associated Liquidation Trust Interests “shall be deemed to have forfeited its rights to any reserved and future Distributions under the Plan,” with such amounts to become “Available Cash” of the Trust for all purposes. On February 1, 2022 and November 24, 2025, the Trust sent letters to the holders of the Class A Interests who had failed to cash distribution checks in respect of prior distributions, for which checks were issued more than 180 days prior to the date of the letter. The letter informed each recipient that, unless the Trust was contacted on or before February 28, 2022 and December 31, 2025, respectively, such recipient’s reserved and future distributions would be deemed forfeited in accordance with the Plan. The Trust provided this final notice simply as a one-time courtesy and reserves its rights to strictly enforce the Plan’s forfeiture provisions, and any other provision of the Plan, against any person (including any recipient of the final notice) at any time in the future, without further notice.
The following tables summarize the distributions declared to Interestholders1, distributions paid and the activity in the restricted cash account for the periods from February 15, 2019 (inception) through September 30, 2026 and from February 15, 2019 (inception) through November 13, 2026:
|
During the
Period from
February 15, 2019 (inception) through September 30, 2026 ($ in Millions) |
During the
Period from
February 15, 2019 (inception) through November 13, 2026 ($ in Millions) |
||||||||||||||||||||||||||||
|
Date
Declared |
$ per
Class A Interest |
Total
Declared |
Paid
|
Restricted
Cash Account |
Total
Declared |
Paid
|
Restricted
Cash Account | ||||||||||||||||||||||
|
Distributions
Declared
|
|||||||||||||||||||||||||||||
|
First
|
3/15/2019
|
$ | 3.75 | $ | 44.70 | $ | 42.32 | $ | 2.38 | $ | 44.70 | $ | 42.32 | 2.38 | |||||||||||||||
|
Second
|
1/2/2020
|
4.50 | 53.44 | 51.20 | 2.24 | 53.44 | 51.20 | 2.24 | |||||||||||||||||||||
|
Third
|
3/31/2020
|
2.12 | 25.00 | 24.19 | 0.81 | 25.00 | 24.19 | 0.81 | |||||||||||||||||||||
|
Fourth
|
7/13/2020
|
2.56 | 29.97 | 29.24 | 0.73 | 29.97 | 29.24 | 0.73 | |||||||||||||||||||||
|
Fifth
|
10/19/2020
|
2.56 | 29.96 | 29.21 | 0.75 | 29.96 | 29.21 | 0.75 | |||||||||||||||||||||
|
Sixth
|
1/7/2021
|
4.28 | 50.01 | 48.67 | 1.34 | 50.01 | 48.67 | 1.34 | |||||||||||||||||||||
|
Seventh (a)
|
5/13/2021
|
2.58 | 30.04 | 29.35 | 0.69 | 30.04 | 29.35 | 0.69 | |||||||||||||||||||||
|
Eighth
|
10/8/2021
|
3.44 | 40.02 | 39.14 | 0.88 | 40.02 | 39.14 | 0.88 | |||||||||||||||||||||
|
Ninth
|
2/4/2022
|
3.44 | 39.98 | 39.15 | 0.83 | 39.98 | 39.15 | 0.83 | |||||||||||||||||||||
|
Tenth
|
6/15/2022
|
5.63 | 65.02 | 64.19 | 0.83 | 65.02 | 64.19 | 0.83 | |||||||||||||||||||||
|
Eleventh
|
5/10/2023
|
2.18 | 25.02 | 24.90 | 0.12 | 25.02 | 24.90 | 0.12 | |||||||||||||||||||||
|
Subtotal
|
$ | 37.04 | $ | 433.16 | $ | 421.56 | $ | 11.60 | $ | 433.16 | $ | 421.56 | $ | 11.60 | |||||||||||||||
|
Distribution Adjustments
|
||||||||||
|
Disallowed/cancelled (b)
|
(6.74 | ) | (6.74 | ) | ||||||
|
Returned (c)
|
1.28 | 1.28 | ||||||||
|
Forfeited (d)
|
(1.50 | ) | (1.50 | ) | ||||||
|
Subtotal
|
(6.96 | ) | (6.96 | ) | ||||||
|
Distributions Paid from Reserve Account
(e)
|
(4.00 | ) | (4.02 | ) | ||||||
|
Distributions
Payable, Net
|
as of 9/30/2026:
|
$ | 0.64 |
as of 11/13/2026:
|
$ | 0.62 | ||||
|
Distributions
Paid from the Trust's general account (f)
|
as of 9/30/2026:
|
$ | - |
as of 11/13/2026:
|
$ | (0.01 | ) | |||
(a)
The seventh distribution included the cash the Trust received from Fair Funds.
(b)
As a result of claims being disallowed or Class A Interests cancelled.
(c)
Distribution checks returned or not cashed from distributions payable balance.
(d)
Distributions forfeited as Interestholders did not cash checks that were over 180 days old.
(e)
Paid as claims are allowed or resolved.
(f)
Distributions paid to Interestholders for previously reversed distributions.
Since its inception, the Company has made substantial progress toward completion of its liquidation activities and has liquidated all but one real estate asset with a net carrying value of approximately $0.24 million and subject to a life estate. Holders of Liquidation Trust Interests are advised that given the pending construction defect claim, in particular, the Trust is unable to estimate the timing and amount of future distributions, if any. At this time, it is unlikely that there will be another distribution, if any, to Interestholders until the construction defect claim and its related litigation are resolved and the Trust is unable to predict when this will occur.
1 This table does not include a distribution of net proceeds of Forfeited Assets of approximately $4.15 million to the Qualifying Victims on December 17, 2024. Qualifying Victims consisted of the former holders of allowed Class 3 and 5 claims as of the Plan Effective Date and their permitted assigns but does not include former holders of Class 4 claims.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
On December 17, 2024, a distribution of net sales proceeds of forfeited assets of approximately $4.15 million was paid to Qualifying Victims, which represented a distribution of approximately $4.71 per $1,000 of Total Net Qualifying Victim Claims.
Contractual Obligations
The Company has a lease for office space through May 31, 2027, and it expects that it will continue to lease office space until the liquidation process is completed.
The Wind-Down Entity has part-time employment agreements with its two executive officers that are renewed automatically on an annual basis, subject to the right of either party to terminate the agreement at any time and for any reason on thirty days’ advance written notice.
Critical Accounting Policies and Practices
The Company’s consolidated financial statements are prepared in accordance with U.S. GAAP. The accounting policies and practices that the Company believes are the most critical are discussed below. These accounting policies and practices require management to make decisions on subjective and/or complex matters that may inherently be uncertain. Estimates are required to prepare the consolidated financial statements in conformity with U.S. GAAP. Significant estimates, judgments and assumptions are required in a number of areas, including, but not limited to, general and administrative costs to be incurred until the completion of the liquidation activities of the Company, the cost of potential construction defect claims, estimated reserves for contingent liabilities, the estimated date of the completion of the Company’s liquidation activities and the administration of such claims after the Company’s liquidation activities are completed. In many instances, changes in the accounting estimates are likely to occur from period to period. Actual results may differ from the estimates. The Company believes the current assumptions and other considerations used in preparing the consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in the Company’s consolidated financial statements, the resulting changes could have a material adverse effect on the Company’s net assets in liquidation.
Liquidation Basis of Accounting
Under the Liquidation Basis of Accounting, all assets are recorded at their estimated net realizable value or liquidation value, which represents the estimated amount of net cash that may be received upon the disposition of the assets (on an undiscounted basis). Liabilities are measured in accordance with U.S. GAAP that otherwise applies to those liabilities.
Other Assets
An allowance for uncollectible settlement installment receivables is recorded when there is doubt about the collectability of the receivable.
The Company accrues expected interest earnings when it can reasonably estimate the amount to be received. The Company uses a forward yield curve to estimate the interest rates to be earned and its expected future cash balances to estimate the dollar amount that will earn interest through the currently estimated Trust termination date of February 15, 2028.
The Company maintains liability insurance coverage for construction defects. An insurance recovery is accrued when it is deemed probable and reasonably estimable under the loss recovery model in accordance with ASC 450. The portion of an insurance claim in excess of costs accrued is recognized upon approval of the claim and receipt of the related payment, under the gain contingency model in accordance with ASC 450.
Fair Fund recoveries are recorded when collectability is reasonably assured.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
In addition, the Company recognizes other amounts to be received based on contractual terms or when the amounts to be received are probable and estimable.
Accrued Liquidation Costs
The estimated costs associated with implementing and completing the Company’s plan of liquidation are recorded as accrued liquidation costs to the extent they are known and reasonably estimable. Upon the recognition of a loss contingency, the associated costs that are probable and estimable are recognized in accrued liquidation costs.
Changes in Carrying Value
On a quarterly basis, the Company reviews the estimated net realizable values, liquidation costs and the estimated date of the completion of the Company’s liquidation activities and records any significant changes. All changes in the estimated liquidation value of the Company’s assets and liabilities are reflected as a change to the Company’s net assets in liquidation.
PART I.
FINANCIAL INFORMATION (CONTINUED)
Not applicable, as the Company is a “smaller reporting company” within the meaning of Rule 12b-2 of the Exchange Act.
Disclosure Controls and Procedures
As of the end of the period covered by this report, management and the Liquidation Trustee have evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon, and as of the date of, the evaluation, management and the Liquidation Trustee concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including the Liquidation Trustee, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934.
In connection with the preparation of our Form 10-Q, our management and the Liquidation Trustee assessed the effectiveness of our internal control over financial reporting as of September 30, 2026. In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
Based on its assessment, our management and the Liquidation Trustee believe that, as of September 30, 2026, our internal control over financial reporting was effective based on those criteria. There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II.
OTHER INFORMATION
Below are descriptions of pending litigation. In matters in which the Company is the plaintiff, the Company does not have the ability to estimate the ultimate recovery amount until they are settled, and in accordance with the Company’s accounting policy, no recoveries have been recorded in the Company’s consolidated financial statements for these legal proceedings, other than for settlements for which the Trust has entered into a signed settlement agreement and collectability is reasonably assured. In matters in which the Company is the defendant, the Company records a liability when a loss is probable, and the Company can reasonably estimate the amount of the loss.
Trust Litigation - Avoidance Actions
The Trust has pursued over 500 avoidance actions, all of which have been resolved. As of November 13, 2026, the Trust has entered into settlements in approximately 254 legal actions. In addition, as of November 13, 2026, the Trust has settled approximately 245 potential avoidance claims for which litigation was not filed. Since inception and as of November 13, 2026, the resolution of avoidance actions has resulted in aggregate settlements of approximately $22.89 million of cash payments made or due to the Trust and approximately $11.28 million in reductions of claims against the Trust. Additionally, as of November 13, 2026, the Trust has collected approximately $0.07 million from judgments resulting from the resolution of avoidance actions and is pursuing the collection of approximately $15.26 million of additional judgments. Approximately $158.84 million of judgments are considered uncollectible. It is unknown at this time how much, if any, will ultimately be collected on these judgments, as stipulated, default and summary judgments are commonly obtained where the defendant has insufficient assets, if any, to satisfy a judgment.
The Trust prosecuted numerous legal actions to recover fraudulent transfers and other funds subject to recovery by the bankruptcy estate. As of November 13, 2026, all of these actions have been resolved. To the extent actions for fraudulent transfer and fraud are being pursued by the SEC against former agents of the Debtors, it is the Trust’s understanding that any recoveries obtained by the SEC will be transmitted to the Trust pursuant to a Fair Fund established by the SEC. During the period from July 1, 2026 through November 13, 2026, the Trust received approximately $269,000 of Fair Fund recoveries from the SEC. It is our understanding that the SEC is in the process of obtaining approval to disburse additional Fair Fund recoveries to the Trust.
Wind-Down Group Litigation
As disclosed above, during the year ended June 30, 2023, a construction defect claim was asserted against the Development Entity by the buyer of a single-family home sold by the Development Entity for approximately $60 million. The Company believes that all or substantially all of the alleged construction defects are attributable to work performed by third parties. The following is a summary of the two legal proceedings commenced by the Development Entity in connection with the construction defect claim:
●
On May 28, 2024, the Development Entity filed a lawsuit in Los Angeles Superior Court against 13 different parties that it alleges are responsible for the alleged construction defects. The lawsuit seeks, among other relief, contribution from these parties for the costs that the Development Entity has incurred, and may incur, in connection with the investigation and repair of the construction defect claim. Based on further investigation after filing of the complaint, the Development Entity dismissed three defendants without prejudice. A mediation was held on February 20, 2025. The parties agreed to allow each other time to gather and exchange information, as needed. A Case Management Order for the timeline of discovery was filed on September 30, 2026. Additional mediation is targeted to take place in April 2027.
●
On August 9, 2024, the Development Entity filed suit in Los Angeles Superior Court against its insurers from whom it had purchased primary and excess layer liability insurance to protect against the risks associated with the development of the single-family home. The lawsuit sought, among other relief, damages from the primary and two excess layer insurers for amounts the Development Entity has incurred, and may incur, in connection with the investigation and repair of the construction defect claim, as well as declaratory relief against the primary and excess layer insurer. On April 6, 2026, the Development Entity filed a request for dismissal of the lawsuit against the primary and first excess layer insurer without prejudice as such insurer satisfied its obligations under the relevant policies. On April 8, 2026, the lawsuit against the primary and first excess layer insurer was dismissed.
PART II.
OTHER INFORMATION (CONTINUED)
Please see the applicable risks in Item 1A of our Annual Report on Form 10-K filed with the SEC on September 25, 2026.
In accordance with the Plan, all Liquidation Trust Interests have been issued without registration under the Securities Act. The Liquidation Trust Interests have been issued only to holders of allowed claims in Class 3, Class 4, and Class 5 under the Plan entirely in exchange for such claims. See “Item 1. Business - D. Plan Provisions Regarding the Company - 2. Treatment under the Plan of holders of claims against and equity interests in the Debtors” of our Annual Report on Form 10-K filed with the SEC on September 25, 2026. During the period from February 15, 2019 (inception) through September 30, 2026, the Trust has issued an aggregate of 11,545,103 Class A Interests and an aggregate of 678,123 Class B Interests. As of September 30, 2026, the Trust had 11,516,157 Class A Interests and 675,951 Class B Interests outstanding. All Liquidation Trust Interests were issued on the Plan Effective Date or from time to time thereafter as soon as practicable as and when claims in Class 3, Class 4 or Class 5 have become allowed.
During the three months ended September 30, 2026, the Trust did not issue any Liquidation Trust Interests.
The issuance of Liquidation Trust Interests has occurred in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 1145(a)(1) of the Bankruptcy Code. Section 1145(a)(1) exempts the offer and sale of securities under a plan of reorganization from registration under the Securities Act and state securities laws and regulation if (i) the securities are offered and sold under a plan of reorganization and are securities of the debtor, of an affiliate of the debtor participating in a joint plan with the debtor, or of a successor to the debtor under the plan; (ii) the recipients of the securities hold a pre-petition or administrative claim against the debtor or an interest in the debtor; and (iii) the securities are issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The Trust believes that the Liquidation Trust Interests are securities of a “successor” to the Debtors within the meaning of Section 1145(a)(1), and such securities were issued under the Plan entirely in exchange for allowed claims in Class 3, Class 4, and Class 5 under the Plan.
None.
None.
PART II.
OTHER INFORMATION (CONTINUED)
Exhibit Number and Description
| First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and its Affiliated Debtors dated August 22, 2018, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019. | |
| Certificate of Trust of Woodbridge Liquidation Trust dated February 14 and effective February 15, 2019, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019. | |
| Liquidation Trust Agreement of Woodbridge Liquidation Trust dated February 15, 2019, as amended by Amendment No. 1 dated August 21, 2019 and Amendment No. 2 dated September 13, 2019, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019. | |
| Amendment No. 3 to Liquidation Trust Agreement dated as of November 1, 2019, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019. | |
| Amendment No. 4 to Liquidation Trust Agreement dated as of February 5, 2020, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on February 6, 2020. | |
| Amendment No. 5 to Liquidation Trust Agreement dated as of May 9, 2024, incorporated herein by reference to Form 10-Q filed by the Trust on May 13, 2024. | |
| Amendment No. 6 to Liquidation Trust Agreement dated as of October 17, 2025, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on October 24, 2025. | |
| Amendment No. 7 to Liquidation Trust Agreement dated as of July 28, 2026 incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on July 30, 2026. | |
| Amended and Restated Bylaws of Woodbridge Liquidation Trust effective August 21, 2019, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019. | |
| Limited Liability Company Agreement of Woodbridge Wind-Down Entity LLC dated February 15, 2019, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019. | |
| First Amendment to Limited Liability Agreement of Woodbridge Wind-Down Entity LLC dated November 30, 2022, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on December 1, 2022. | |
| Second Amendment to Limited Liability Agreement of Woodbridge Wind-Down Entity LLC dated as of March 27, 2023, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on March 29, 2023. | |
| Third Amendment to Limited Liability Agreement of Woodbridge Wind-Down Entity LLC dated as of April 28, 2023, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on May 1, 2023. | |
| 10.5 | Indemnification Agreement dated November 12, 2019 between Woodbridge Wind-Down Entity LLC and Marion W. Fong, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019. |
| 10.6 | Part-Time Employment Agreement dated November 30, 2022 between Woodbridge Wind-Down Entity and Marion W. Fong, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on December 1, 2022. |
| 10.7 | Part-Time Employment Agreement dated November 30, 2022 between Woodbridge Wind-Down Entity and David Mark Kemper, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on December 1, 2022. |
| 10.8 | Indemnification Agreement dated November 12, 2019 between Woodbridge Wind-Down Entity LLC and David Mark Kemper, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019. |
| Stipulation and Settlement Agreement between the United States and Woodbridge Liquidation Trust, as approved by order of the United States Bankruptcy Court for the District of Delaware entered September 17, 2020, incorporated herein by reference to the Form 10-K filed by the Trust on September 28, 2020. | |
| 31.1* |
Certification of Liquidation Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
| 32.1* |
Certification of Liquidation Trustee pursuant to 18 U.S.C. 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
| 99.1 | Findings of Fact, Conclusions of Law, and Order Confirming the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and its Affiliated Debtors, entered October 26, 2018, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019. |
|
101
|
The following financial statements from the Woodbridge Liquidation Trust Quarterly Report on Form 10-Q for the three months ended September 30, 2026, formatted in eXtensible Business Reporting Language (XBRL): (i) consolidated statements of net assets in liquidation as of September 30, 2026 and June 30, 2026, (ii) consolidated statements of changes in net assets in liquidation for the three months ended September 30, 2026 and 2025, (iii) the notes to the consolidated financial statements. XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
104
|
Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)
|
* Filed herewith.
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 thereunto duly authorized.
|
|
Woodbridge Liquidation Trust
|
|
|
|
|
|
|
Date: November 13, 2026
|
By:
|
/s/ Michael I. Goldberg
|
|
|
|
|
|
|
|
Michael I. Goldberg,
|
|
|
|
Liquidation Trustee
|
Exhibit 31.1
Certification of Liquidation Trustee pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
I, Michael I. Goldberg, certify that:
I have reviewed this quarterly report on Form 10-Q of Woodbridge Liquidation Trust;
1)
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
2)
Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the net assets in liquidation and changes in net assets in liquidation of the registrant as of, and for, the periods presented in this report;
3)
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) ) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by other within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
4)
I have disclosed, based on my recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 13, 2026
|
By:
|
/s/ Michael I. Goldberg
|
|
Michael I. Goldberg,
|
||
|
Liquidation Trustee
|
Exhibit 32.1
Certification of Liquidation Trustee pursuant to 18 U.S.C. 1350,
as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Woodbridge Liquidation Trust (the “Registrant”) for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Michael I. Goldberg, Trustee of the Registrant, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge and belief:
1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2)
The information contained in the Report fairly presents, in all material respects, the net assets in liquidation and changes in net assets in liquidation of the Registrant.
|
Date: November 13, 2026
|
By:
|
/s/ Michael I. Goldberg
|
|
|
||
|
|
|
Michael I. Goldberg,
|
|
|
|
Liquidation Trustee
|