PRC Equity Fund I — 2025 Annual Report
PRC Equity Fund I, LLC
ANNUAL REPORT · FISCAL YEAR 2025

The founding year of a real estate income fund.

A Regulation A income fund investing in student, affordable, and workforce housing — audited results, portfolio activity, and the pipeline shaping 2026 and beyond.

“The best trust fund isn't inherited. It's built.”

Capital Raised in 2025
$2.82MCash proceeds from equity raise
Members' Equity
$1.02MAudited, Dec 31, 2025
Preferred Return
10%Cumulative, paid monthly
Acquisition Pipeline
$339M22 projects · ~5,860 units
Cautionary Note Regarding Forward-Looking Statements

This Annual Report contains forward-looking statements within the meaning of the federal securities laws — including statements about the Company's acquisition pipeline, anticipated transactions, capital raising, financing strategies, distributions, and expected results. The words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “will,” “would,” “target,” “outlook,” and “potential,” and similar expressions, are intended to identify forward-looking statements, although not all forward-looking statements contain these words. These statements are not guarantees of future performance and are based on management's current expectations, estimates, and assumptions.

Forward-looking statements involve known and unknown risks and uncertainties — many beyond the Company's control — that could cause actual results to differ materially, including the Company's ability to raise capital, general economic and real estate market conditions, interest rates and the availability of financing, the performance of the Company's investments and borrowers, competition, regulatory and tax changes, and the other risks described under “Risk Factors” in the Company's offering circular. You should not place undue reliance on forward-looking statements, which speak only as of the date of this report. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Because the Company conducts its offering pursuant to Regulation A under the Securities Act of 1933, the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995 does not apply to statements made in this report.

Letter from the Manager

2025 was the founding year of PRC Equity Fund I — the year our plan became an operating enterprise.

Having been qualified by the U.S. Securities and Exchange Commission to offer securities under Regulation A in October 2024, we crossed our minimum offering threshold and began accepting investor capital in the first quarter of 2025. We issued our first membership units in March, and in May we began paying monthly cash distributions to our investors. By any honest measure, it was a year of building: raising capital, sourcing investments, and assembling the team and infrastructure required to serve you well.

I want to be candid with you. The pace of that first year outran some of our investor communications, and a number of you did not hear from us as often, or as clearly, as you deserved. We have taken that feedback seriously and corrected it. Beginning this year, every investor will receive monthly statements that track the value of your investment and every distribution paid to your qualified account or your bank — and periodic Investor Briefs whenever there is a material development in the portfolio or the pipeline.

Our team has grown to match our ambitions. I am pleased to announce that J.C. Shelley has been named Co-Manager of the Fund and leads our investor relations. Nathan Barnes, formerly a senior leader in Corporate Real Estate at AT&T, has joined Pioneer Realty Capital as Vice President of Corporate Real Estate. And to accelerate our presence in the capital markets, we have engaged Michael P. Hughes, a 30-year securities-industry veteran, as our capital markets adviser.

Our strategy is also evolving in our investors' favor. Across today's market, well-located housing assets are facing economic distress, and many of our banking relationships hold real-estate-owned assets they are motivated to sell. Because of those relationships, we are positioned to acquire quality assets at meaningful discounts to their intrinsic value, stabilize them through partnerships with housing authorities and universities, and then realize that value — through tax-exempt municipal bond financing, through qualified nonprofit ownership, or through sale to our Delaware Statutory Trust partners at full market value. Increasingly, we intend to step back from day-to-day property operations, engaging qualified property-management and development firms to handle upgrades and remediation while we focus on fund management and capital formation.

We completed our 2025 financial audit, issued by Assurance Dimensions on July 8, 2026, and we enter 2026 with a healthy pipeline and real momentum — including a major transaction we are working hard to close this year that would create significant income for the Fund and its related companies. We are clear-eyed about the one factor that most governs our pace: our ability to raise the capital needed to close on the opportunities we are creating. That is precisely why we hired Michael Hughes, why we are completing a third-party due-diligence report, and why we are working to make our securities available across broker-dealer and registered-investment-adviser platforms.

Thank you for your confidence in our team and in this investment. We believe the work we did in 2025 built the foundation for the returns we intend to deliver — and we are grateful to have you with us.

Charles Williams
Charles Williams
Chief Executive Officer & Fund Manager
PRC Equity Fund I, LLC · July 8, 2026
2025 at a Glance

A first full year of operations, audited and complete.

Fiscal 2025 was the Fund's first full year of operations and its first year of investment activity. The figures below are drawn from financial statements audited by Assurance Dimensions, LLC under U.S. GAAP.

Cash Raised (2025)
$2,822,000
Cash proceeds from the equity raise, plus $108,000 in subscriptions for units to be issued.
Class A Units Issued
2,854
Issued for $2,854,000, including $140,000 held in escrow at year-end 2024.
Members' Equity
$1,020,230
Total members' equity at December 31, 2025.
Total Assets
$1,231,258
Principally the Gates note receivable and related interest.
Investment Income
$114,717
Interest earned at 12% on the Fund's first investment.
Distributions Paid
$113,502
Monthly cash distributions to Class A members, begun May 2025.
Preferred Return
10%
Cumulative, non-compounded, accrued daily and paid monthly in arrears.
Offering Capacity
$75M
Maximum Regulation A Tier 2 offering; the offering remains ongoing.

Capital raised, quarter by quarter

Cumulative investor capital · escrow through 2026 YTD
Milestones

From formation to first distributions

May 2024

Fund organized

PRC Equity Fund I, LLC formed as a Nevada limited liability company.

Oct 2024

SEC qualification

Qualified to offer securities under Regulation A, Tier 2 — up to $75,000,000.

Q1 2025

Minimum met

Crossed the minimum offering threshold and began accepting investor capital.

Mar 2025

First units & first investment

First Class A units issued; the Gates at PV delayed-draw note took effect March 1.

May 2025

Distributions begin

First monthly cash distributions paid to Class A members.

Nov 2025

Offering renewed

Post-qualification amendment qualified by the SEC on November 25, 2025.

Audited Financial Statements

The numbers, in full.

Summarized from the audited financial statements of PRC Equity Fund I, LLC as of and for the year ended December 31, 2025, with comparative figures for the period from May 22, 2024 (inception) through December 31, 2024 (restated — see disclosures).

Statement of Operations
For the year / period ended Dec 3120252024 (restated)
Investment income$114,717
Operating expenses
Asset management fee — related party296,200
Reimbursed payroll — related party424,513
Rent and occupancy — related party84,000
Data, research and subscriptions133,40141,468
Regulatory and filing fees21,484
Travel49,40634,750
Sales and marketing17,853
General and administrative4,96615,965
Total operating expenses1,013,970110,036
Net loss(899,253)(110,036)
Net loss reflects a first year of scaling operations against a small, newly deployed asset base. Management expects results to improve as offering proceeds are deployed into income-producing investments and the asset base grows relative to fixed costs.
Balance Sheet
As of December 3120252024 (restated)
Assets
Cash$26,147$1,285
Escrow cash140,000
Deferred offering costs339,552
Note receivable — related party1,090,394
Interest receivable — related party114,717
Total assets1,231,258480,837
Liabilities & Members' Equity
Due to member — related party211,028450,873
Paid-in capital, net of offering costs2,035,021
Member units to be issued108,000140,000
Accumulated deficit(1,122,791)(110,036)
Total liabilities & equity1,231,258480,837
Total members' equity was $1,020,230 at December 31, 2025, up from $29,964 a year earlier. Amounts due to the Manager are non-interest-bearing and due on demand.

Where 2025 operating costs went

Total operating expenses · $1,013,970

How capital moved through the Fund

Selected cash flows · year ended Dec 31, 2025
Financing inflows of $1.99M funded the Fund's first investment and its distributions. Capital not yet deployed remains available for the pipeline.
Investor Returns

A 10% preferred return, paid every month.

Class A members earn a cumulative, non-compounded preferred return of 10% per annum, accrued daily from each member's funding date and distributed monthly in arrears — cash flow investors can count on and track.

Preferred Rate
10.0%
Cumulative & non-compounded, accrued daily on a 365-day basis.
Pref. Return Earned
$136,360
Preferred return earned by members for 2025.
Distributions Paid
$113,502
Cash distributed to members during 2025.
Payment Cadence
Monthly
Dec. 2025 accrual of $21,774 paid January 15, 2026.
Distributions are paid from Fund cash flow and are not guaranteed. The preferred return is cumulative — amounts earned but not yet distributed accrue to members' benefit and are tracked on your monthly statement.
Portfolio Activity

The Fund's first investment: Gates at Prairie View.

In March 2025 the Fund made its first investment — a secured, income-producing credit facility to a housing project under common control, structured to convert into direct equity ownership.

Gates at PV — Phase I

Delayed-draw promissory note · effective March 1, 2025
Maximum commitment$2,500,000
Funded at year-end 2025$1,090,394
Undrawn commitment$1,409,606
Interest rate12% simple
Interest earned in 2025$114,717
MaturityMarch 1, 2027

Secured, and built to convert to equity

Security & exit

The note is secured by a pledge of the Class B membership interests held by Pioneer Realty Capital. Under a companion Land Conversion and Exit Participation Agreement, upon retirement of the existing Gates bond the Fund intends to purchase Lots 4, 5 and 6 at a locked appraised value of $4,900,000 and to convert its outstanding note obligations into direct equity in the project.

Management has reviewed the collectability of the note and its related interest and identified no indicators of impairment; the referenced collateral is represented to be free and unencumbered.

Momentum Since Year-End

2026 opened with $3.2M raised and $1.7M deployed.

From January 1 through mid-2026, the Fund continued to execute its plan — raising new capital and funding its next investments, including Phase II at Prairie View and a new townhome development.

$3.19M
New subscriptions (2026 YTD)
$1.68M
Gates at PV — Phase II
$64.5K
Kennedale Oaks Townhomes
12 mo.
Funding runway (mgmt. assessment)
The Road Ahead

A $339 million acquisition pipeline.

As of June 16, 2026, the Fund and its affiliates were advancing a pipeline of 22 multifamily, affordable, and student-housing projects representing approximately 5,860 units — with a probability-weighted value of roughly $211 million.

Projects
22
Across every stage from owned to term-sheet.
Total Units
~5,860
Multifamily, affordable & student housing.
Gross Project Value
$339.5M
Aggregate estimated value of the pipeline.
Probability-Weighted
$211.1M
Management's risk-adjusted pipeline value.

Pipeline by stage

Estimated value ($M) and unit count by stage · June 16, 2026
StageProjectsUnitsEst. value
Owned — Gates at PV Phase I & II2574$125,000,000
Offer accepted — North Houston portfolio3894$32,000,000
Letter of intent stage2857$25,990,000
Term sheet / IOI submitted101,547$106,867,000
Offer submitted / repricing41,254$20,190,000
On hold1734$29,420,000
Total pipeline225,860$339,467,000
Near-term activity includes accepted offers on a three-property North Houston affordable portfolio (Timbers of Cranbrook, Retreat on Rosslyn, and La Esencia) and letters of intent in preparation for Hudson & Crosby at Westchase and Woodtrail. All pipeline opportunities remain subject to due diligence, financing, negotiation of definitive agreements, and customary closing conditions. No pipeline acquisition had closed as of July 8, 2026.
Business Model

Acquire below value. Stabilize. Realize at full value.

Market distress is creating a rare acquisition window. Through longstanding banking relationships, the Fund can access real-estate-owned housing assets at meaningful discounts — then create value through a disciplined, repeatable path to exit.

Acquire

Source distressed and bank-owned (REO) housing assets at significant discounts to intrinsic value through established lending relationships.

Stabilize

Partner with housing authorities and universities, and engage qualified property managers to complete upgrades and remediation.

Structure

Position each stabilized asset for exit via tax-exempt municipal bond financing or qualified nonprofit ownership, including Project PRC.

Realize

Convert notes to equity and sell to nonprofit partners or Delaware Statutory Trust relationships at full market value, returning gains to the Fund.

Why now

A distressed-asset window with committed exits

Elevated rates and refinancing pressure have pushed quality housing assets onto bank balance sheets. The Fund's differentiated access to these assets — combined with defined disposition channels to nonprofits, universities, municipalities, and DST partners who acquire at full value — is designed to compress the time between acquisition and realized gain.

Operating focus

Asset management, not day-to-day operations

The Fund is moving away from property-level operations, engaging qualified third-party property-management and development firms — including discussions with Redstone Residential — to handle renovations and operations. This keeps internal resources concentrated on sourcing, capital formation, and investor service.

Leadership

The team executing the plan.

PRC Equity Fund I is led by an experienced team spanning fund management, investor relations, corporate real estate, and capital markets.

Charles Williams
Charles Williams
CEO & Fund Manager

Founder and Managing Member of the Fund and the driving force behind Pioneer Realty Capital. Charles sets investment strategy, leads capital formation and lender relationships, and chairs the firm's Executive Committee. He is the Fund's principal signatory and the author of its acquisition and disposition model.

J.C. Shelley
J.C. Shelley
Co-Manager & VP, Investor Relations

Named Co-Manager of the Fund in 2025, J.C. leads investor relations and the Fund's commitment to consistent, transparent communication — including the new monthly statements and periodic Investor Briefs. He serves on the firm's Management Committee.

Nathan Barnes
Nathan Barnes
VP, Corporate Real Estate

A senior corporate real estate leader formerly with AT&T, Nathan brings institutional discipline to the Fund's acquisition underwriting, portfolio structuring, and disposition execution. He serves on the firm's Executive and Management Committees.

Michael P. Hughes
Michael P. Hughes
Capital Markets Adviser

Engaged in 2026 to accelerate the Fund's capital markets presence. Michael brings 30 years in the financial securities industry, with more than 28 years syndicating public and private alternative-investment offerings and total transactions exceeding $4.0 billion. He holds preeminent national standing within the broker-dealer and RIA community, has built a nationwide network of independent broker-dealers, registered investment advisers, and family offices, and holds Series 22 and 63 securities licenses.

Executive Committee

  • CWCharles Williams
  • NMNick Murphy
  • NBNathan Barnes
  • HRHector Ruiz

Management Committee

  • JSJ.C. Shelley
  • CWCharles Williams
  • NMNick Murphy
  • NBNathan Barnes
  • JHJoeylene Hunggay
Governance & Partners

Institutional partners behind the Fund.

The Fund operates within an established framework of independent, regulated, and specialist partners supporting audit, distribution, due diligence, and financing.

Independent Auditor
Assurance Dimensions, LLC

Tampa, Florida. Audited the 2025 and 2024 financial statements under U.S. GAAP; unmodified opinion issued July 8, 2026.

Broker-Dealer of Record
Texture Capital, Inc.

Registered broker-dealer for the Regulation A offering; 1% placement commission on subscriptions.

Transfer Agent & Platform
KoreConX / Kore Transfer

SEC-registered transfer agent and investment platform maintaining the Fund's securities register and capitalization table and supporting subscriptions, distributions, and investor reporting.

Third-Party Due Diligence
FactRight

Independent due-diligence report in progress to support review by RIA and broker-dealer platforms.

Municipal Bond Financing
Bond Underwriting & Placement

The Fund engages qualified municipal bond underwriters and placement agents to structure tax-exempt financing for its projects, and expects to work with a number of investment banks across its transactions.

Property & Development
Redstone Residential

In discussions to provide third-party property-management and development services for acquired assets.

Charitable Affiliate
Project PRC

The Fund's supported nonprofit and its charitable housing programs, a potential qualified acquirer of stabilized assets.

Distribution Progress

Broadening access to the Fund's securities

In February 2026, management presented at an institutional investment conference to registered investment advisers, family offices, and institutional groups. Several advisory firms are engaged in due diligence, and completion of the FactRight report is expected to support these reviews and expand the platforms on which the Fund's securities may be offered. No binding platform commitments had been executed as of July 8, 2026.

Important Disclosures

What every investor should read.

The following disclosures are an integral part of this report and should be read together with the Cautionary Note Regarding Forward-Looking Statements above, the Company's Regulation A offering circular, and the audited financial statements and notes.

Securities Regulatory Notice (Regulation A)

The Company's membership interests are offered under an exemption from registration pursuant to Regulation A under the Securities Act of 1933. The U.S. Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of any offering, nor does it pass upon the accuracy or completeness of any offering circular or other selling literature; the Commission has not made an independent determination that these securities are exempt from registration. These securities have not been approved or disapproved by the SEC or any state securities regulator, and no such authority has passed upon the accuracy or adequacy of this report. Any representation to the contrary is a criminal offense.

No Offer; No Advice

This report is provided for informational purposes to the Company's existing investors and does not constitute an offer to sell or a solicitation of an offer to buy any security in any jurisdiction, nor investment, legal, or tax advice. Any offer of the Company's interests is made only by means of the Company's qualified Regulation A offering circular, as supplemented and amended, which should be read in its entirety, including the “Risk Factors” section.

High Degree of Risk

An investment in the Company's interests involves a high degree of risk and is suitable only for persons who can bear the economic risk for an indefinite period and who can afford to lose their entire investment. You should carefully consider the risks described under “Risk Factors” in the offering circular, together with the information in this report, before making or maintaining an investment decision.

No Public Market; Illiquidity

There is no public trading market for the Company's interests, and none is expected to develop. The interests are also subject to substantial restrictions on transfer. Accordingly, an investment is highly illiquid; you may be required to hold your interests indefinitely and may be unable to sell, liquidate, or otherwise dispose of them.

Related-Party Transactions & Conflicts of Interest

The Company is managed by Pioneer Realty Capital, LLC and its affiliates (the “Manager”), which provide services to, and pay costs on behalf of, the Company. The Company's sole investment to date is a delayed-draw note receivable from Gates at PV Apt I, LLC, an entity under common control with the Manager. Because the principals of the Manager are also affiliated with the borrower, the loan was approved by the Manager in its discretion and was not negotiated at arm's length or subject to independent third-party assessment, and the Manager may face divided loyalties in enforcing the loan, pursuing remedies upon default, or agreeing to any modification or extension. The Manager and its affiliates may manage other vehicles with similar objectives and may make competing investments. Related-party arrangements in 2025 included a 10%-of-contributions asset management fee ($296,200), reimbursed payroll ($424,513), rent and occupancy ($84,000), and the Gates note ($1,090,394) and related interest income ($114,717). See Notes C, E and I to the audited financial statements and the “Conflicts of Interest” and “Risk Factors” sections of the offering circular, incorporated herein by reference.

Manager Fees

The Manager and its affiliates receive substantial fees in connection with managing the Company — including the asset management fee and any acquisition, servicing, or disposition fees — regardless of the quality or performance of the Company's investments and whether or not the Company is profitable. These fees were not the result of arm's-length negotiation.

Distributions

Distributions are not guaranteed. The declaration, timing, and amount of any distribution are at the discretion of the Manager. The Company may fund distributions from sources other than cash flow from operations, including offering proceeds, borrowings, or the return of capital, without limit on the amounts it may pay from such sources. Distributions that exceed the Company's current and accumulated earnings and profits generally constitute a return of capital for U.S. federal income tax purposes and reduce a member's tax basis. The 10% preferred return is a contractual priority of distributions, not a guarantee of return, and is subject to available cash flow; amounts earned but unpaid accrue but may be reduced, deferred, or remain unpaid. Past distributions do not guarantee future distributions.

Preferred Return & Pipeline Figures Are Not Projections

The preferred return and any pipeline, target, or estimated values in this report are not projections, forecasts, or guarantees of investment performance. Pipeline figures — including gross and probability-weighted values and unit counts — are management's estimates of opportunities at various stages, are not appraisals or commitments, and remain subject to due diligence, financing, negotiation of definitive agreements, and customary closing conditions. No pipeline acquisition had closed as of July 8, 2026, and there is no assurance that any will close or achieve the values shown.

Liquidity; Reliance on Capital Formation; Going Concern

The Company depends on the net proceeds of its ongoing offering, together with any financing and undistributed cash from operations, to fund operations and additional investments. If the Company is unable to raise substantial capital, it will make fewer investments and be less diversified, and the value of an investment will fluctuate with the performance of the specific assets acquired. Because the Company's sole investment is currently a single loan to a related party, its liquidity and ability to pay distributions depend substantially on that borrower's performance. The Company's ability to execute its plan and close pipeline transactions depends on its ability to raise sufficient investor capital; there is no assurance it will do so on the timeline described.

Restatement of 2024 Financial Statements

The December 31, 2024 financial statements were restated to record additional affiliate-paid formation and offering costs ($339,552 capitalized as deferred offering costs; $14,166 to accumulated deficit) and $140,000 of escrowed subscriptions recorded as units to be issued. The restatement increased the 2024 net loss from $95,870 to $110,036. The auditor's report includes an emphasis-of-matter paragraph regarding the restatement; the opinion is not modified with respect to the matter.

Use of Estimates

In preparing the financial statements, management makes estimates and assumptions — including as to the collectability of the note receivable from the related party and the related accrued interest — that affect the reported amounts. Actual results could differ, and it is at least reasonably possible that these estimates will change materially in the near term.

Ongoing Reporting (Regulation A)

As a Tier 2 Regulation A issuer, the Company files ongoing reports with the SEC, including an annual report on Form 1-K, a semiannual report on Form 1-SA, and current reports on Form 1-U. These filings are available on the SEC's EDGAR system at www.sec.gov. This report should be read together with, and is qualified in its entirety by, the Company's offering circular (as supplemented and amended) and the audited financial statements and related notes, which govern in the event of any inconsistency.

Status of This Report

This document is an investor report prepared by management. It is a summary and is not the Company's Form 1-K, and it does not replace the Company's SEC filings or its offering circular. Any version of this report distributed in connection with the offering is subject to review and approval by the Company's securities counsel and by the registered principal of the Company's broker-dealer of record, and to applicable FINRA rules governing communications with the public.