---
title: "The Oak Companies (Red Oak Capital) Review 2026: The 9% Series R Preferred, the $353M of Fund Bonds Behind It, and What the Filings Show"
url: https://altstreet.investments/platforms/reviews/oak-companies
kind: platform-review
updated: 2026-10-11
description: "Oak Companies (Red Oak Capital) review 2026: the 9% Series R preferred, $353M of fund bonds, a $31.4M loss, Fund III in liquidation, a going-concern fund and a DC lawsuit the circular omits."
publisher: AltStreet (https://altstreet.investments)
license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted.
---

# The Oak Companies (Red Oak Capital) Review 2026: The 9% Series R Preferred, the $353M of Fund Bonds Behind It, and What the Filings Show

The Oak Companies is the renamed Red Oak Capital Holdings, a Charlotte bridge lender that raised about $353 million of retail Reg A bonds through eight fund vehicles and is now selling a 9% perpetual preferred in the parent to retire some of them. The consolidated group lost $31.4 million in 2025; one bond fund is in liquidation, one carries a going-concern opinion, and the District of Columbia is suing the lender over its own loans.

AltStreet score: 32.5 (D+), scored October 11, 2026. Method: https://altstreet.investments/platforms

| Field | Value |
| --- | --- |
| Platform | The Oak Companies (Red Oak Capital) |
| What it is | Direct-Issuer Commercial Real Estate Lender (Regulation A Tier 2 bond funds sold through broker-dealers; Regulation A convertible preferred stock of the operating parent since September 2026) |
| Asset class | Senior Secured Small-Balance Commercial Real Estate Bridge Loans, held through fund bonds (8% to 9.5%) and the operator's own 9% preferred stock |
| Website | theoakcompanies.com |
| Review first published | October 11, 2026 |
| Last updated | October 11, 2026 |
| AltStreet relationship | None: no affiliate, sponsorship or partnership |

## The short version

A real, vertically integrated small-balance lender with seven audited Reg A fund vehicles plus the parent issuer and a candid MD&A, whose record on that MD&A is two years of $30 million losses, a fund in liquidation, a cured default, a going-concern series and a government suit the circular omits, now asking retail investors for $35 million of perpetual preferred to repay the bondholders ahead of them.

- **9% / $10** Series R Convertible Preferred: cumulative 9% on a $10 stated value, accruing from acceptance, payable when the board authorizes it from legally available funds; converts into Class A common at 75% of the listing price if Oak lists (intended NYSE American symbol OKRE, no application made); callable by Oak at $10 plus accrued after the third anniversary; no vote, no maturity, no collateral; up to 3,500,000 shares ($35 million), $1,000 minimum, best efforts with no minimum, qualified September 22, 2026.
- **$353M raised** The circular's figure for capital raised by the sponsored funds since 2018 against about $492 million deployed. Bonds payable at December 31, 2025: $300.6 million gross, $294.1 million net, maturing $89.6 million in 2026, $106.9 million in 2027, $97.0 million in 2028. The Cross River Bank revolver shared by the funds had $16.4 million drawn of $50 million.
- **$(31.4M)** Consolidated net loss for 2025 (2024: about $30.1 million): total interest income $17,452,274 against interest expense $30,757,012, a net interest spread of $(13.3) million; mortgage interest income fell from $20.8 million to $16.7 million as loans went on non-accrual; realized losses of about $10.0 million on 2025 sales of foreclosed real estate; provision for loan losses $1,979,679. Management's non-GAAP 'adjusted' loss is $(20.9) million. Total assets $271.8 million.
- **9 non-accrual** Loans on non-accrual at December 31, 2025, with $59.2 million of loans 90 or more days past due and $67.6 million of real estate owned on a $180.0 million loan portfolio (28 loans, 11.24% weighted average rate per the deck). The circular attributes the impaired loans to 'the legacy management team that was in place prior to the 2022 buyout' and says all of ROCF II Series' legacy investments have been realized.
- **3 programs** Fund III: interest stopped February 3, 2025, trustee default notice March 10, 2025, forbearance with UMB Bank November 21, 2025, liquidation basis from December 1, 2025, $45.6 million of Series B bonds extended to October 31, 2027; net liabilities in liquidation of about $50.0 million at December 31, 2025 (estimated assets about $21.4 million, estimated liabilities about $71.4 million) and about $49.2 million at June 30, 2026. ROCF II Series: Series B not redeemed at the February 1, 2025 extended maturity, UMB event-of-default notice March 13, 2025, paid August 21, 2025 after $39.1 million was exchanged into 9.5% Series C due 2028. ROCF IV Series: $44.5 million of Series B and Rb bonds extended to December 31, 2026 with a going-concern paragraph; Series R proceeds are the stated focus of the repayment plan.

Data note: Sources: SEC EDGAR filings of CIK 2147706 and the eight Red Oak vehicles (figures as filed; the parent's consolidated statements consolidate the funds as variable interest entities whose bonds are non-recourse to the parent); theoakcompanies.com and redoakcapitalholdings.com captured October 11, 2026; the Series R deck and executive summary; the District of Columbia complaint of February 20, 2026; CourtListener, FINRA and BrokerCheck records retrieved October 11, 2026.


## Verdict

Oak is not a shell and not a mystery: it originates, underwrites and services real loans, files audited reports on every vehicle and says hard things in its MD&A. The question is whether a 9% perpetual preferred in the parent is adequate compensation for sitting behind $300 million of fund bonds that the group's interest income does not cover, with a liquidating fund, a going-concern fund, directors and officers who collectively control 97% of the votes and a pending government suit about the lending itself. On the filed record the preferred is a bet that the current team's loans perform, that the legacy book liquidates near carrying value, and that a listing happens; none of the three is evidenced yet.

**Best for**

- Investors who already understand small-balance CRE credit, have read the September 25, 2026 circular's MD&A and consolidated statements, and want operator equity rather than another fund bond
- Existing Red Oak bondholders deciding whether the Series R raise improves their own repayment odds (for ROCF IV Series, it is the stated plan)
- Nobody who needs income on a schedule, a maturity date, or an exit

**Look elsewhere if**

- You read '9% cumulative' as a coupon; it is a dividend the board may decline to pay, from a parent whose group lost $31.4 million last year
- You read 'senior secured' in the loan descriptions as a description of your security; Series R is unsecured and structurally behind every bond of every fund
- You expect the conversion; Oak has not applied to list and says a listing may never occur
- You are not prepared to hold a security that cannot be sold, through litigation and fund liquidations that run to at least 2027

**Strengths**

- Seven audited Reg A fund issuers and the parent, semiannual reports, 1-Us on every extension and default, a loan schedule by borrower and a series-by-series bond table: the deepest disclosure of any direct retail bond issuer AltStreet has reviewed
- A real lending platform: in-house origination, underwriting, servicing and workout, 49 transactions and $386 million on the transactions page, Fund VI (the current team's 2023 vintage) profitable in FY2025 and the first half of 2026
- The 2022 change of control is documented, the legacy-versus-current split is quantified in the MD&A, and the one trustee-declared default on the record (ROCF II Series B) was cured in cash within six months
- Two national mid-tier audit firms (CohnReznick LLP, UHY LLP), an indenture trustee that has acted (UMB Bank), and an escrow agent (Wilmington Trust) for the Series R proceeds

**Limitations**

- Consolidated losses of about $30.1 million (2024) and $31.4 million (2025), interest income covering 57% of interest expense, $130.1 million of cumulative losses in the fund vehicles, and a management going-concern assessment at the predecessor, 'alleviated' on the basis of expected operations, asset sales, maturity extensions and the planned holding-company raise this review covers (distinct from the auditor's going-concern paragraph on ROCF IV Series)
- Fund III in trustee-supervised liquidation with interest unpaid since February 2025 and its own statements showing about $21.4 million of estimated assets against $71.4 million of liabilities; ROCF IV Series under a going-concern opinion with $44.5 million due December 31, 2026; ROCF V and ROIOF bonds renewed or extended; Fund VI's 2024 post-qualification amendments deemed abandoned by SEC staff, its previously qualified offerings having already issued securities and now closed; Fund VII at $2.4 million of a $75 million target
- District of Columbia v. Red Oak Capital Holdings (filed February 20, 2026, Human Rights Act, injunction and civil penalties sought) absent from the circular, amendments and deck; a 2022 to 2023 whistleblower suit by a former employee over underwriting controls reported by the Washington City Paper; plaintiff firms soliciting Fund III and Fund IV claims
- Three insiders on every board seat with 97% of the vote held by directors and officers collectively, a selling-agent conflict through Kennedy and Crescent, a planned acquisition of White Oak from the same insiders, about 10% of gross proceeds to offering costs, and five affiliated fee recipients across the structure


## What this means for your decision.

| Topic | Finding |
| --- | --- |
|  | Series R is equity in the operator, structurally behind $300.6 million of fund bonds |
|  | Two programs received trustee default notices; several others have required maturity extensions, exchanges or planned renewals |
|  | The District of Columbia is suing the lender, and the circular does not say so |
|  | Three insiders comprise the entire board; directors and officers collectively control 97% of the vote, and one of them sells the deal |
|  | The disclosure is unusually complete; the record it discloses is the finding |

The Oak Companies is a real, well-documented bridge lender whose own filings show two years of $30 million consolidated losses, a fund in liquidation, a cured default, a going-concern series and a pending government suit the circular does not name, now selling a 9% perpetual, non-voting preferred in the parent to retail investors to repay the bondholders ahead of it. The disclosure earns respect. The filings show how much risk the 9% has to compensate for.


## Who it fits

| Investor | Fit | Why |
| --- | --- | --- |
| retail | poor-fit |  |
| institutional | poor-fit |  |
| investors-seeking-returns | poor-fit |  |
| esg-saas-embedded | poor-fit |  |


## Questions

**Is The Oak Companies the same as Red Oak Capital?**

Yes. Red Oak Capital Holdings, LLC merged into The Oak Companies, Inc., a Delaware corporation, on September 10, 2026. The fund vehicles (Red Oak Capital Fund II through VII, the Fund Series LLC, the Intermediate Income Fund and the Income Opportunity Fund) keep their names and their own SEC filings; Red Oak Capital GP and Red Oak Financial remain the funds' manager and servicer.

**What is Oak Circle Series R?**

A Regulation A Tier 2 offering of up to $35 million of 9% cumulative convertible preferred stock in The Oak Companies, Inc. at $10 a share with a $1,000 minimum, qualified September 22, 2026 and sold through Digital Offering, LLC. The dividend is paid when the board authorizes it from legally available funds and otherwise accrues. The shares convert into common stock at a 25% discount to the listing price if Oak lists on NYSE American, which it has not applied to do; otherwise they are perpetual, and Oak may redeem them after three years at $10 plus accrued dividends.

**Is Series R secured by the real estate loans?**

No. Series R is preferred stock of the parent, 'junior to all indebtedness of Oak and its subsidiaries, including the Sponsored Funds' bonds.' The loans belong to the funds and secure the funds' bonds through their indentures. The deck's own words: 'Own the platform. Not the loans.'

**What happens to the money raised?**

Oak estimates roughly 10% of gross proceeds will go to commissions and offering costs. The remainder is available for retiring selected fund bonds, operations and working capital, 'with a particular focus on the ROCF IV Series B and Rb Bonds maturing in 2026,' $44.5 million due December 31, 2026 at a fund whose auditor has raised substantial doubt about its ability to continue. Management has broad discretion over the use.

**Did Red Oak Capital lose money?**

On a consolidated basis the predecessor reported a net loss of $31,373,338 for 2025 and about $30.1 million for 2024, with interest income of $17.5 million against interest expense of $30.8 million in 2025. Management presents a non-GAAP 'adjusted' loss of $20.9 million after adding back real estate owned losses and the loan loss provision. The parent on a standalone basis reported a 2025 net loss of about $1.3 million and says the funds' bonds are non-recourse to it.

**What happened to Red Oak Capital Fund III?**

Fund III sold $45.6 million of 8.5% Series B bonds. On February 3, 2025 it told bondholders it did not have the cash to keep paying interest; its trustee, UMB Bank, served a Notice of Events of Default on March 10, 2025; a liquidation plan followed in June and a forbearance agreement on November 21, 2025 provides for selling its three foreclosed properties over about two years, with the bonds extended to October 31, 2027. Bondholders will be repaid from the sales, and the fund now reports on a liquidation basis: at December 31, 2025 it estimated $21.4 million of assets against $71.4 million of liabilities, a $50.0 million deficit ($49.2 million at June 30, 2026). An affiliate of the sponsor holds about $6.7 million of preferred interests and advances in the fund's two hotels that rank ahead of the fund's equity in those hotels, reducing what can flow back to the fund for its bondholders.

**Are the other Red Oak bonds being repaid?**

ROCF II Series extended its Series B bonds, exchanged about 80% into 9.5% Series C bonds due 2028, could not redeem the rest at the February 1, 2025 maturity, received a trustee event-of-default notice and paid in full on August 21, 2025. ROCF IV Series extended $44.5 million of bonds from June 30 to December 31, 2026 and carries a going-concern paragraph. ROCF V Series plans to renew $37.1 million of bonds for five years subject to bondholder consent, or extend to June 30, 2027. ROIOF Series extended its CORE bonds to December 31, 2026. Fund VI and Fund VII bonds are not yet due.

**Is Red Oak Capital being sued?**

Yes. On February 20, 2026 the District of Columbia attorney general sued Red Oak Capital Holdings, LLC in DC Superior Court under the Human Rights Act, alleging it appraised and underwrote loans on seven rent-controlled buildings on the premise that only voucher-holding tenants would be housed, and seeking an injunction, civil penalties of $10,000 per violation and fees. The allegations are contested and no court has ruled; AltStreet located no answer or settlement as of October 11, 2026. The Series R offering circular does not mention the case. A former employee also sued the company in federal court in December 2022 (closed January 2023), and the Washington City Paper has reported on a 2023 whistleblower suit about underwriting controls.

**Who owns and runs The Oak Companies?**

Gary R. Bechtel (CEO, 57.8% of the common on a beneficial basis), Raymond T. Davis (president, 51.6%) and Kevin P. Kennedy (chief sales and distribution officer, 26.8%) are the entire board and, with the other officers, hold 97.0% of the voting stock. Bechtel and Davis control White Oak Capital Holdings, which owns 39.21% and which Oak intends to acquire. Paul Cleary (COO and general counsel), Thomas McGovern (CFO) and Matthew Webster (chief credit officer) hold no shares.

**What are the fees?**

On Series R, Digital Offering earns a 7.5% commission plus warrants for 0.70% of shares sold at $12.50 and $25,000 of due diligence expenses; on shares sold through Crescent Securities, 6% of that goes to Digital Offering and 1.5% to Crescent, of which up to 1% may go to Oak's own Kevin Kennedy; about 10% of gross proceeds goes to offering costs. At the funds, Red Oak Capital GP earns asset management fees of 0.25% (Intermediate Income) to 1.75% (Income Opportunity Fund II) plus disposition fees, and Red Oak Financial earns borrower-paid origination (about 1% to 2%) and servicing fees; a fund bond offering also carries up to 10.25% of offering costs (Fund VII: 5% commissions, 1% managing broker-dealer, 1% wholesaling, 1.25% expense reimbursement, 2% to the Manager). No fee is charged to an investor directly.

**How is Series R taxed?**

As dividends of a C corporation, reported on Form 1099-DIV when paid. Whether a distribution is a taxable dividend or a return of capital depends on Oak's current and accumulated tax earnings and profits, which its GAAP losses do not by themselves determine; Oak reports the character after each year. Fund bond interest is ordinary income on Form 1099-INT. Consult the circular's tax section and a tax adviser.

**Can I sell Series R or the bonds?**

There is no market for either. Series R converts only on a listing and may be redeemed by Oak after three years; the circular says to be prepared to hold indefinitely. The bonds mature on their series' dates, which on the record have been extended, exchanged or placed in forbearance; transfers require the issuer's consent and a buyer you find yourself.

**What does the company say about its track record?**

About $560 million originated since inception as successor to the predecessor, 33 full-cycle loans of about $200 million, $178 million across 28 loans outstanding at December 31, 2025 at an 11.24% weighted average rate, and $492 million deployed by the funds on $353 million raised. The deck states these exclude 'legacy distressed portfolios,' and the circular attributes every loan in workout or foreclosure to the team replaced in the 2022 buyout.

**Will Oak list on NYSE American?**

Oak says it intends to apply to list its common shares as OKRE and 'has yet to make an application with the exchange.' The circular states that no assurance can be given that the application will be made, approved, or that a market will develop, and that if no listing occurs the Series R shares will not convert.

**What should I check before investing?**

Read the September 25, 2026 circular on EDGAR (CIK 2147706), in particular 'Use of Proceeds,' 'Risk Factors,' the MD&A's net interest spread table and the going-concern note. Ask Oak in writing about the District of Columbia suit, Series R sales to date, the ROCF IV Series repayment plan and the White Oak acquisition terms. If you hold fund bonds, read your series' latest 1-U and 1-SA. Then value the preferred assuming no listing and a dividend the board may defer.


## Evidence appendix

Platform website captured October 11, 2026.

Four primary sources. (1) SEC EDGAR: The Oak Companies, Inc. (CIK 2147706; 1-A 2026-08-18, 1-A/A 2026-09-15, 253G1 2026-09-22 and 2026-09-25, exhibits 1.1, 2.5, 6.7, 8.1, 12.1) and the eight Red Oak vehicles: every FY2025 1-K and June 2026 1-SA, the Fund VII 1-A POS (2025-07-31) and 253G2 (2025-10-28), the Fund VI 1-A POS (2024-05-22), 1-A-Ws and SEC staff letters (2025-03-03), the Fund Series T-3 (2024-11-18), staff letter (2024-11-25) and 1-Us (2024-09-25, 2024-10-31, 2024-12-10, 2025-12-16), the Fund III 1-U (2025-12-16), the Fund II and Fund IV merger 1-Us (2023-10-05), the Income Opportunity Fund's three Form Ds; 72 extracted Reg A statements in AltStreet's ledger. (2) theoakcompanies.com (15 pages) and redoakcapitalholdings.com (120 pages) captured 2026-10-11; the Series R investor deck (18 pages) and executive summary (4 pages). (3) Legal scan 2026-10-11: the DC complaint and OAG release, CourtListener RECAP search on every entity name, FINRA Disciplinary Actions (November 2022), BrokerCheck for CRDs 114993 and 166401, Sonn Law Group and The White Law Group notices, Washington City Paper (2025-04-01), Connect CRE and Business Wire (2026-09-23). (4) The extraction of 43 documents on AltStreet's pipeline.

**Highlights**

- Series R terms (253G1 2026-09-25): up to 2,500,000 shares increasable to 3,500,000 at $10.00; 9.0% cumulative preferential cash dividends 'when and as authorized by the Board'; conversion into Class A common at 75% of the price to the public in a Qualified IPO; optional redemption after the third anniversary at stated value plus accrued; junior to all indebtedness of Oak and its subsidiaries; no voting rights; Digital Offering 7.5% selling commission ('a fee of 7.5% of the aggregate amount raised in the Offering') plus warrants for 0.70% of shares sold exercisable at 125% of the offering price and $25,000 of accountable due diligence expenses; 'If sales are made through Crescent, 6% of the aggregate proceeds of such sales will be retained by Digital Offering' and 1.5% paid to Crescent, with up to 1% to Kevin Kennedy (Rule 5121 conflict); Wilmington Trust escrow; intended NYSE American symbol OKRE, 'has yet to make an application'
- Consolidated FY2025 (circular, CohnReznick LLP, report dated July 10, 2026): net loss $(31,373,338); add-backs of $5,174,909 (REO losses), $3,362,357 (foreclosed-property operating loss) and $1,979,679 (loan loss provision) to a management-adjusted $(20,856,393); total interest income $17,452,274, interest expense $(30,757,012), net interest spread $(13,304,738), DIC amortization $4,718,054; mortgage interest income about $16.7 million (2024: $20.8 million); bonds payable about $300.6 million gross, $294.1 million net; maturities $89.6 million 2026, $106.9 million 2027, $97.0 million 2028, $3.8 million 2029, $3.3 million 2030; Cross River $16.4 million outstanding net; loan portfolio total $180,009,297
- Going concern (circular MD&A): 'the consolidated group, including the funds, had current obligations due within one year that exceeded current assets as of December 31, 2025'; 'the substantial majority of those obligations are bonds payable that are non-recourse to Red Oak Capital Holdings, LLC'; 'management concluded that substantial doubt about the Predecessor's ability to continue as a going concern has been alleviated' based on operations, asset sales, extensions 'and the planned capital raise at the holding-company level'
- ROCF IV Series (Fund Series 1-K FY2025, auditor's report): 'has suffered recurring losses from operations, has a net capital deficiency, and has bonds payable coming due, which raise substantial doubt about ROCF IV Series ability to continue as a going concern'; $44.2 million of short-term bonds payable, net, cash $9.8 million; March 5, 2026 extension of the 8.25% Series B and 9.00% Series Rb bonds to December 31, 2026 to 'fully repay the remaining $44.5 million'; at June 30, 2026 eight loans of $38.9 million at 11.34%, H1 revenue $2.3 million, costs $4.0 million, net loss $1.7 million
- ROCF II Series (Fund Series 1-K and 1-SA): Series B extended to February 1, 2025; $36.8 million (about 80%) exchanged into 9.5% Series C due December 2, 2028 by December 2, 2024 and $2.3 million more by March 24, 2025 under Section 3(a)(9); 'Due to liquidity constraints of ROCF II Series, the Series B Bonds were not redeemed on the maturity date of February 1, 2025'; UMB 'Notice of an Event of Default and Reservation of Rights' March 13, 2025; full payment delivered August 21, 2025; $37.8 million of long-term bonds and $1.1 million of cash at year-end, $38.1 million and $2.2 million at June 30, 2026
- Fund III (1-K FY2025, UHY LLP): 'On February 3, 2025, the Company announced that it would no longer make regular quarterly payments of interest'; Indenture Trustee's Notice of Events of Default March 10, 2025; Plan of Liquidation June 30, 2025; Forbearance Agreement November 21, 2025 'which provides for an orderly liquidation of the Company's remaining real estate assets over an approximately two-year period'; Series B 8.50% about $44.0 million extended to October 31, 2027 (circular); sold $4,386,000 Series A and $45,614,000 Series B; liquidation basis from December 1, 2025; 'net liabilities in liquidation were approximately $50.0 million, reflecting total estimated assets of approximately $21.4 million and total estimated liabilities of approximately $71.4 million' (December 31, 2025; $50.4 million at December 1; $49.2 million at June 30, 2026 per the 1-SA); 'estimated costs in excess of estimated receipts through liquidation of approximately $2.2 million'; Pembroke property sold for about $2.65 million in 2026; Red Oak Capital Properties, LLC ('a related party,' rights 'assumed by Red Oak Capital Holdings, LLC as successor-by-merger effective June 13, 2025') holds preferred membership interests in ROCFIII Vue Hotel, LLC and ROCFIII 10 Grand Soleil, LLC (up to $3.3 million and $2.1 million at 8%, maturing September 1, 2027), about $6.7 million invested through November 30, 2025 including about $1.3 million of protective advances at 14%; ROIOF II $1,650,000 senior secured note to ROCFIII Pembroke (July 25, 2025); eleven months to November 30, 2025: bond interest $4,040,928, preferred-liability interest $991,276, management fees $705,513; total assets $17.7 million (November 30, 2025), $19.1 million (June 30, 2026)
- ROCF V and ROIOF Series (1-K FY2025): ROCF V $37.1 million short-term (Series A and A R) and $32.3 million long-term bonds, cash $3.3 million, 'plans to exercise its right to automatically renew these Bonds for an additional five years at the same interest rate, subject to Bondholder consent,' and may extend to June 30, 2027 'to ensure orderly liquidation'; fifteen amended forbearances with Princeton Development LLC through May 4, 2026; ROIOF $7.5 million CORE and CORE R bonds extended from June 30 to December 31, 2026 'to facilitate redemption' and $56.6 million long-term; 'all offerings for the Series are closed'
- Fund VI (1-K FY2025, UHY LLP): issued $28.7 million of Series A, $0.5 million of Series Ra and $19.3 million of Series A Preferred Units; 'Both amendments were deemed abandoned as of March 3, 2025'; March 2025 sale of six loans with $43 million aggregate principal; twelve loans, $55.3 million, 10.27% weighted average rate at December 31, 2025; net income $912,142 (FY2025), $296,801 (H1 2026); sponsor commitment up to $1.5 million for 6,000 common units
- Fund VII and Intermediate Income (1-Ks FY2025): Fund VII 'has raised $2,372,000 of Series A Bonds' of $75 million; Intermediate Income raised $26.5 million across Series A to F with $11.8 million outstanding, Reg A withdrawn July 29, 2024, borrower defaults May 2 and October 13, 2025
- Second extraction pass (33 further documents, 2026-10-11): Fund VII 1-A POS fee table at the $75 million maximum: selling commissions $3,750,000 (5.00%), managing broker-dealer fee $750,000 (1.00%), wholesaling fee $750,000 (1.00%), expense reimbursement $937,500 (1.25%), O&O Fee $1,500,000 (2.00%), net proceeds $67,312,500 (89.75%); Fund VI 1-SA June 2026: McKinney Capital Hermosa Partners LLC $5,700,000 at 15.63%, default notice March 11, 2026, non-accrual March 18, 'the property is in receivership and the receiver has listed the property for sale'; H1 2026 revenue $3.1 million, management fees $0.2 million, net income $0.3 million; Intermediate Income 1-SA June 2026: revenue $11,688, bond interest $380,922, net loss $482,951, management fee 0.25% of gross bond principal, $4.1 million participation in receivership with a $1.6 million reserve, Templecliff sold for $1.1 million September 16, 2026; Fund Series 1-SA June 2026: revenue $6.5 million, expenses $17.5 million (interest $11.3 million, property $2.1 million, management fees $1.6 million), net loss $11.1 million, 16 loans $99.9 million, 'cost of capital across the Series at approximately 11.5% to 12.3%'; Fund III 1-U December 16, 2025: forbearance contingent on a Trust Instruction Proceeding order in Hennepin County District Court (entered per the June 2026 1-SA), forbearance period to October 1, 2027 or a Termination Event; Paul Cleary employment agreement (exhibit 6.7): $275,000 base salary
- SEC staff review history (UPLOAD and CORRESP letters 2018 to 2024, third extraction pass 2026-10-12): Fund II, July 2, 2018: provide 'a supplemental detailed analysis' of the Investment Company Act exemption ('We will refer your response to the Division of Investment Management'), whether the Manager will register as an investment adviser, how monthly closings comply with Rule 251(d)(3)(i)(F), and how the bonds payable and contingent interest will be accounted for. Fund III, July 22, 2019, to 'Red Oak Capital Fixed Income III, LLC': 'you were formed in June 2019... but have not yet commenced operations and have no assets. Please tell us your basis for including "fixed income" in your name'; a risk factor said the indenture limits debt to 25% of assets while the next said it does not; the use-of-proceeds table omitted selling commissions. Fund IV, December 16, 2019: whether automatic bond renewals count toward the Rule 251(a)(2) offering limit, Northwind's role ('your website refers to Northwind as a lender'), the sponsor's public track-record data and loan data in future 1-Ks and 1-SAs. Fund V, July 24, 2020: the renewal question again. Intermediate Income Fund, August 18 to December 17, 2020: the aggregation disagreement quoted in the timeline. Fund VII, June 13, 2024: 'It appears that you are conducting a blind pool offering'; provide Industry Guide 5 prior-performance disclosure and fix the volume of 8% Series A and 8.65% Series Ra bonds separately. Every later amendment drew 'we do not intend to review'.
- Current reports 2019 to 2025 (75 Forms 1-U, third pass): from March 2019 to March 2022 Funds II, III, IV and V filed a 1-U with the loan agreement and note for each origination, 33 named borrowers in all (Nakaddu, LLC $2,831,250 on March 25, 2019; Burooj Holdings, LLC $3,800,000 at 11.0% on March 18, 2020, filed late under the SEC's COVID-19 relief; M&M Iconic Venture LLC $21,928,571 on October 29, 2020, 68.4% of it sold to AI 200 Walker Funding LLC for $15,000,000 on February 24, 2021; 4400 Hunt Pl NE, LLC on June 26, 2020; 11 Waterview Blvd. LLC on March 2, 2022). The practice ends after March 2022; later 1-Us report officer changes (August 2020, April 2021, March and April 2022, March 2025), the September 2023 merger into the Fund Series, the ROCF II Series exchange offer (April to July 2024) and the Fund VII Patio Theatre participation (June 10, 2025). One March 2022 1-U was filed under the wrong CIK and refiled.
- Ownership and board (circular, 'Security Ownership'): 13,279,164 shares outstanding after the September 10, 2026 reorganization; Bechtel 5,478,258 (57.8%), Davis 4,890,711 (51.6%), Kennedy 2,542,361 (26.8%), all directors and officers 9,194,792 (97.0%); White Oak Capital Holdings 3,716,535 (39.21%), of which Bechtel and Davis are managers and control persons; the board 'comprises Gary Bechtel, Kevin P. Kennedy and Raymond T. Davis'; 2025 compensation Bechtel $465,000, Davis $432,000, Kaplan $460,000 (chief legal officer March 2023 to May 2026)
- Legacy attribution (circular): loans in workout or foreclosure 'were originated under the Predecessor's legacy underwriting framework' and 'were 100% sourced by the legacy management team that was in place prior to the 2022 buyout led by Gary Bechtel and Ray Davis'; 'All of the Series II legacy investments, however, have been realized'; the company's history page: 2018 'Assets are originated under a high-risk, loan-to-own model'
- District of Columbia v. Red Oak Capital Holdings, LLC (complaint 2026-02-20): Count One, appraising real property based on source of income (D.C. Code 2-1402.21(a)(3)); Count Two, policies with the effect of discriminating based on source of income (2-1402.68); seven buildings (1413-1415 Tuckerman St NW 65 units; 1017 17th Pl NE 8; 819 E Capitol St SE 17; 89-93 Hawaii Ave NE 22; 4069-4089 Minnesota Ave NE 123; 1525 19th St SE 26; 102-108 Wilmington Pl SE 48); relief: declaration, permanent injunction, $10,000 per violation, fees; jury demanded. Not named in the 1-A, 1-A/A, 253G1, deck, executive summary or the Fund Series June 2026 1-SA (grep of each)
- Legal and enforcement scan (2026-10-11): no SEC litigation release, administrative proceeding or FINRA action naming any Oak or Red Oak entity or officer; Giovanni James v. Red Oak Capital Holdings, LLC (C.D. Cal. 8:22-cv-02202, filed 2022-12-07, terminated 2023-01-27, 'Other Statutory Actions'); borrower bankruptcies listing Red Oak entities (4069-4089 Minnesota Ave NE, LLC 2025-02-27; Scripps Two, LLC 2025-11-12; Nacre Group LLC 2025-09-05; Discount Warehouses, LP 2026-06-26); Crescent Securities Group AWC 2022-09-26 ($30,000, FINRA Rule 2121 supervision); Digital Offering no disclosures; Sonn Law Group and The White Law Group soliciting Fund III and Fund IV claims

**Primary source pages**

- SEC EDGAR: The Oak Companies, Inc., CIK 2147706, file 024-12814 (1-A 0001213900-26-091133; 1-A/A 0001213900-26-100204; 253G1 0001213900-26-103391 of 2026-09-25)
- SEC EDGAR: Red Oak Capital Fund Series, LLC, CIK 1817069, file 024-11289 (1-K FY2025 0001654954-26-004188; 1-SA 2026-06-30 0001213900-26-105809; T-3 0001654954-24-014621; 1-Us 2024-09-25, 2024-10-31, 2024-12-10, 2025-12-16)
- SEC EDGAR: Red Oak Capital Fund III, LLC, CIK 1780633, file 024-11046 (1-K FY2025 0001654954-26-004153; 1-SA 2026-06-30 0001213900-26-104829; 1-U 2025-12-16)
- SEC EDGAR: Red Oak Capital Fund VI, LLC, CIK 1957571, files 024-12095 and 024-12102 (1-A POS 0001654954-24-006788; 1-K FY2025 0001654954-26-004072; 1-SA 2026-06-30 0001213900-26-105783; SEC staff actions 9999999997-25-000650 and -000651)
- SEC EDGAR: Red Oak Capital Fund VII, LLC, CIK 2023066, file 024-12528 (1-A POS 0001654954-25-008753; 253G2 0001654954-25-012282; 1-K FY2025 0001654954-26-004026; 1-SA 2026-06-30 0001213900-26-103101)
- SEC EDGAR: Red Oak Capital Intermediate Income Fund, LLC, CIK 1817413, file 024-11291 (1-K FY2025 0001654954-26-004020; 1-SA 2026-06-30 0001213900-26-103075; 1-A-W 0001654954-24-009561); Red Oak Capital Fund II, CIK 1742521 (1-U 0001654954-23-012604); Fund IV, CIK 1794418 (1-U/A 0001654954-23-012624; 1-SA 2023-06-30); Red Oak Income Opportunity Fund, CIK 1818417 (Form D 2020-07-17, D/A 2021-08-10, D 2022-07-05)
- theoakcompanies.com: home, /platform, /lending, /team, /about, /transactions, /invest-webinar (captured 2026-10-11); redoakcapitalholdings.com: merger notice, /history, /investment-hub, /offering/red-oak-capital-fund-vii-llc, /offering/red-oak-capital-income-opportunity-fund-ii-llc, /ro-team (captured 2026-10-11)
- District of Columbia v. Red Oak Capital Holdings, LLC, Superior Court of the District of Columbia, complaint filed 2026-02-20 (oag.dc.gov); OAG release 'Attorney General Schwalb Sues Real Estate Lender for Illegal Housing Discrimination Scheme' (2026-02-20)
- CourtListener: Giovanni James v. Red Oak Capital Holdings, LLC, C.D. Cal. 8:22-cv-02202 (2022-12-07 to 2023-01-27); 4069-4089 Minnesota Ave NE, LLC, Bankr. D.D.C. 25-00070; ROCF IV Series v. Minnesota Commons Tenants Association, 25-10014; Scripps Two, LLC, Bankr. E.D. Cal. 25-26371
- FINRA Disciplinary Actions, November 2022: Crescent Securities Group, Inc. (CRD 114993) AWC of 2022-09-26, FINRA Case 2019061634801; BrokerCheck: Digital Offering LLC (CRD 166401), Crescent Securities Group (CRD 114993)
- Washington City Paper, 'Sam Razjooyan Received Millions in Loans After Warnings of Alleged Fraud' (2025-04-01); Sonn Law Group and The White Law Group notices on Funds III and IV and the Income Opportunity Fund (2025 to 2026)


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