Post-Qualification Amendment No. 3

File No. 024-12496

This Post-Qualification Amendment No. 3 amends the Offering Statement of Wahed Real Estate Series 1 LLC originally qualified on December 2, 2024 and as subsequently amended, to add, update and/or replace information contained in the Offering Statement.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PRELIMINARY OFFERING CIRCULAR DATED FEBRUARY 25, 2026

WAHED REAL ESTATE SERIES 1 LLC

(A DELAWARE SERIES LIMITED LIABILITY COMPANY)

27 East 28th Street, 8th Floor

New York, New York 10016

www.wahed.com/real-estate

The minimum subscription per investor for each open Series is 5 Series Interests ($500)

Our company can offer up to $75 million within a rolling 12-month period pursuant to Regulation A. Our company intends to offer additional series within such limit and will file post qualification amendments for the offerings of such series with the U.S. Securities and Exchange Commission (the “SEC”). The offerings of such series will be made available to investors from the date such amendment is qualified by the SEC. There will be separate closings with respect to each offering. An offering will terminate at the earlier of the date at which the maximum offering amount has been sold or the date at which the offering is earlier terminated by the company at its sole discretion. At least every 12 months after this offering has been qualified by the SEC, the company will file a post-qualification amendment to include the company’s recent financial statements. The offering covers an amount of securities that we reasonably expect to offer and sell within two years, although the Offering Statement of which this Offering Circular forms a part may be used for up to three years and 180 days under certain conditions. Offers of Series Interests of each Series will commence within two calendar days of the qualification of the Offering Statement adding such Series.

The offering is being conducted on a best-efforts basis without any minimum target. Provided that an investor purchases Series Interests in the amount of the minimum investment set forth above, there is no minimum number of Series Interests that need to be sold in order for funds to be released to the company and for a Series offering to close, which may mean that the company does not receive sufficient funds to cover the cost of the offering. The company may undertake one or more closings for each Series on a rolling basis and, after each closing, funds tendered by investors will be available to such Series.

THE SEC DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC; HOWEVER THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, THE COMPANY ENCOURAGES YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, THE COMPANY ENCOURAGES YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” on page 10.

The company is following the “Offering Circular” format of disclosure under Regulation A.

In the event that the company becomes a reporting company under the Securities Exchange Act of 1934, the company intends to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Summary — Implications of Being an Emerging Growth Company.” 

TABLE OF CONTENTS

In this Offering Circular, the terms “Wahed Real Estate,” “we,” “us, “our,” the “company” and similar terms refer to Wahed Real Estate Series 1 LLC, a Delaware Series Limited Liability Company, together with its consolidated Series; “Wahed Financial,” “Manager and “Managing Member” refers to the company’s parent and Managing Member, Wahed Financial LLC, together with its consolidated subsidiaries unless the context indicates otherwise.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

Market and Other Industry Data

This Offering Circular includes market and other industry data and estimates that are based on the Managing Member’s knowledge and experience in the markets in which we operate. The sources of such data generally state that the information they provide has been obtained from sources they believe to be reliable, but we have not investigated or verified the accuracy and completeness of such information. Our own estimates are based on information obtained from our and our affiliates’ experience in the markets in which we operate and from other contacts in these markets. We are responsible for all of the disclosure in this Offering Circular, and we believe our estimates to be accurate as of the date of this Offering Circular or such other date stated in this Offering Circular. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for the estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. As a result, you should be aware that market and other industry data included in this Offering Circular, and estimates and beliefs based on that data, may not be reliable.

SERIES OFFERING TABLE

The table below shows key information related to the offering of each Series, as of the date of this Offering Circular. Please also refer to “The Company’s Business – Property Overview” and “Use of Proceeds” for further details.

RISK FACTORS

The SEC requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as cyber-attacks and the ability to prevent those attacks). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks Relating to the Structure, Operation and Performance of the Company

An investment in an offering constitutes only an investment in that Series and not in the company or any Underlying Asset. A purchase of Series Interests in a Series does not constitute an investment in either the company or an Underlying Asset directly, or in any other Series Interest.  This results in limited voting rights of the investor, which are solely related to a particular Series, and are further limited by the Operating Agreement, described further in this Offering Circular.  Investors will have limited voting rights. Thus, the Managing Member retains significant control over the management of the company, each Series and the Underlying Assets.  

Furthermore, because the Series Interests in a Series do not constitute an investment in the company as a whole, holders of the Series Interests in a Series are not expected to receive any economic benefit from, or be subject to the liabilities of, the assets of any other Series.  In addition, the economic interest of a holder in a Series will not be identical to owning a direct undivided interest in an Underlying Asset because, among other things, a Series will be required to pay corporate taxes before distributions are made to the holders, and the Managing Member and any property manager will receive fees in respect of the management of the Underlying Asset. 

If our company’s series limited liability company structure is not respected, then investors may have to share any liabilities of our company with all investors and not just those who hold the same series as them. The company is structured as a Delaware series limited liability company that issues a separate Series Interests for specific Underlying Assets. Each Series will merely be a separate Series and not a separate legal entity. Under the Delaware Limited Liability Company Act (the “LLC Act”), if certain conditions (as set forth in Section 18-215(b) of the LLC Act) are met, the liability of investors holding Series Interests in one Series is segregated from the liability of investors holding Series Interests in another Series and the assets of one Series are not available to satisfy the liabilities of other Series.

Although this limitation of liability is recognized by the courts of Delaware, there is no guarantee that if challenged in the courts of another U.S. State or a foreign jurisdiction, such courts will uphold a similar interpretation of Delaware corporation law, and in the past certain jurisdictions have not honored such interpretation.

If the company’s series limited liability company structure is not respected, then investors may have to share any liabilities of the company with all investors and not just those who hold the same Series Interests as them and account for them separately and otherwise meet the requirements of the LLC Act, it is possible a court could conclude that the methods used did not satisfy Section 18-215(b) of the LLC Act and thus potentially expose the assets of a Series to the liabilities of another Series.  The consequence of this is that investors may have to bear higher than anticipated expenses, which would adversely affect the value of their Series Interests or the likelihood of any distributions being made by a particular Series to its investors.

In addition, the company is not aware of any court case that has tested the limitations on inter-series liability provided by Section 18-215(b) in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one Series should be applied to meet the liabilities of the other Series or the liabilities of the company generally where the assets of such other Series or of the company generally are insufficient to meet its liabilities.

If any fees, costs and expenses of the company are not allocable to a specific Series, they will be borne proportionately across all of the Series (which may include future Series to be issued).  Although the Managing Member will allocate fees, costs and expenses acting reasonably and in accordance with its allocation policy (see “The Company’s Business – Expenses and Allocation Policy” section), there may be situations where it is difficult to allocate fees, costs and expenses to a specific Series and therefore, there is a risk that a Series may bear a proportion of the fees, costs and expenses for a service or product for which another Series received a disproportionately high benefit.

Each of our company’s Series will hold an interest in a single property, a non-diversified investment. We intend for each of our Series, either directly or through its wholly-owned subsidiary, to own and operate a single property.  Each Series’ return on its investment will depend on the revenues generated by such property and the appreciation of the value of the property over time.  These, in turn, are determined by such factors as national and local economic cycles and conditions, financial markets and the economy, competition from existing properties as well as future properties and government regulation (such as tax and building code charges).  The value of a property may decline substantially after a series purchases it. Each Series’ distribution stream will depend on the revenues generated by such property and the appreciation of the value of the property over time. Additionally, a Series might not be able to fund an unexpected major capital expenditure and this could lead to a complete loss of your investment. As a result of this non-diversified investment strategy, unanticipated capital expenditures could lead to a Series’ inability to pay distributions or the loss of your investment entirely.

There can be no guarantee that our company will reach its funding target from potential investors with respect to any Series or future proposed Series. Due to the start-up nature of our company, there can be no guarantee that our company will reach its funding target from potential investors with respect to any Series or future proposed Series.  In the event our company does not reach a funding target, it may not be able to achieve its investment objectives by acquiring the relevant Series property or may acquire the relevant property relying in part on related party financing, which may have a material adverse impact on the results of operations of that Series and its ability to generate cash flow to make distributions to investors in the Series.  In addition, if our company is unable to raise funding for additional Series, this may impact any investors already holding Series Interests as they will not see the benefits that arise from economies of scale following the acquisition by other Series of additional properties.

A Series may be unable to obtain financing on favorable terms or at all. A Series may seek additional capital in the form of debt financing from other financing sources. Because we intend to operate our business consistent with Islamic principles and pursuant to our Managing Member’s Shariah Operation Policy, we will not be able to incur financing that bears interest. As a result, additional financing may not be available to us on a timely basis or at all. If available, any financing may result in additional payment obligations and may involve agreements that include restrictive covenants that limit a Series’ ability to take specific actions, such as incurring additional debt, making capital expenditures, creating liens or paying distributions, which could adversely impact the Series’ ability to conduct its business or make distributions to investors.

We may not be able to control our operating costs or our expenses may remain constant or increase, even if our revenues do not increase, causing our results of operations to be adversely affected. Factors that may adversely affect our ability to control operating costs include the need to pay for insurance and other operating costs, including real estate taxes, which could increase over time, the need periodically to repair, renovate and re-lease our properties, the cost of compliance with governmental regulation, including zoning, environmental and tax laws and the potential for liability under applicable laws.

Recent proposals to change the international trade framework have resulted in substantial regulatory uncertainty regarding international trade and trade policy, both in the United States and abroad. The U.S. government has also instituted other initiatives that may affect our business, including a stricter immigration and deportation policy. To the extent such actions result in increased prices for goods or labor shortages and higher prices for services, our costs may be materially adversely impacted. The impact of these and any future actions on the broader US and global economy in the future is uncertain. Rising inflation, slower economic growth and increases in unemployment that may result from global trade disruptions could further deflate consumer demand, which may impact the housing market more broadly, reducing demand for residential housing and reducing rental rates.

If our operating costs increase for any reason, including as a result of any of the foregoing factors, and our revenues do not increase at least proportionally, our results of operations may be materially adversely affected. Furthermore, if revenues decline, we may not be able to reduce our payments and maintenance, which generally will not be reduced even if a property is not rented, or other circumstances cause our revenues to decrease. If we are unable to decrease operating costs when demand for our properties decreases and our revenues decline, our financial condition, results of operations and our ability to make distributions to our investors may be adversely affected.

If we fail to manage our growth, we may not have access to sufficient personnel and other resources to operate our business and our results, financial condition and ability to make distributions to investors may suffer. We intend to establish additional Series and acquire additional properties in the future. As we do so, we will be increasingly reliant on the resources of our Managing Member to manage our properties and our company. Currently, our Managing Member operates with a small staff of 1 person, who also serves as both Chief Executive Officer and Chief Financial Officer and is critical to the management of the company’s business and operations and the development of its strategic direction. The loss of the services of our executive officer and the process to replace any key personnel would involve significant time and expense and may significantly delay or prevent the achievement of the company’s business objectives. In addition, although our Managing Member expects to receive administrative support from its affiliates, it may need to hire additional staff. If its resources are not adequate to manage our properties effectively, our results, financial condition and ability to make distributions to investors may suffer.

There is competition for time among the various entities sharing the same management team. Currently, Wahed Financial is the Managing Member of our company and each Series, as well as other real estate investment vehicles that also invest in single family residential real estate. Our Managing Member expects to create more Series and potentially additional investment vehicles in the future. It is foreseeable that at certain times the various Series will be competing for time from the management team. In addition, it is solely within the discretion of our Manager and its affiliates to determine which investment vehicle will acquire any particular property. In addition, the officer and manager of Wahed Financial is part of the larger Wahed corporate group of companies and it is not anticipated that the officer and manager of our Managing Member or any other personnel in the Wahed group of companies would devote themselves full-time to our business. Officers will only be working part-time and devote such time and efforts as they deem reasonably necessary in performance of services for our company.

The company has limited operating history for investors to evaluate. The company and each Series were recently formed and have generated limited revenues and have only recently commenced operation. As a result, there is little operating and financial history upon which prospective investors may evaluate their performance. No guarantee can be given that the company or any Series will achieve their investment objectives, the value of any Underlying Assets will increase or that any Underlying Assets will be successfully monetized.

Possible changes in federal tax laws make it impossible to give certainty to the tax treatment of any Series Interests. The Code is subject to change by Congress, and interpretations of the Code may be modified or affected by judicial decisions, by the Treasury Department through changes in regulations and by the Internal Revenue Service through its audit policy, announcements, and published and private rulings. Although significant changes to the tax laws historically have been given prospective application, no assurance can be given that any changes made in that law affecting an investment in any Series of the company would be limited to prospective effect.

For instance, prior to effectiveness of the Tax Cuts and Jobs Act of 2017, an exchange of the Series Interests of one Series for another might have been a non-taxable ‘like-kind exchange’ transaction, while transactions would only qualify for that treatment with respect to real property.  Accordingly, the ultimate effect on an investor’s tax situation may be governed by laws, regulations or interpretations of laws or regulations which have not yet been proposed, passed or made, as the case may be.

The company’s financial statements include a going concern opinion. Our financial statements have been prepared assuming the company will continue as a going concern. We have only recently commenced principal operations, plan to incur significant costs in pursuit of our capital financing plans, and are dependent upon our Manager and its affiliates for continued funding of our cash flow needs. Our ability to continue as a going concern in the next twelve months is dependent upon our ability to obtain capital financing from investors sufficient to meet current and future obligations. No assurance can be given that we will be successful in these efforts. These factors, among others, raise substantial doubt about our ability to continue as a going concern for a reasonable period of time.

You may be more likely to sustain a loss on your investment because the Managing Member does not have as strong an economic incentive to avoid losses as do managers who have made significant equity investments in their companies. Because it has no obligation to make a significant equity investment in our company, the Managing Member will have little exposure to loss in the value of a Series’ interests. Without this exposure, our investors may be at a greater risk of loss because the Managing Member does not have as much to lose from a decrease in the value of our interests as do those managers who make more significant equity investments in their companies.

Tenant relief laws may negatively impact our rental income and profitability. As landlord of numerous residential properties, we may be involved in evicting residents who are not paying their rent or are otherwise in material violation of the terms of their lease. Eviction activities will impose legal and managerial expenses that will raise our costs. The eviction process is typically subject to legal barriers, mandatory “cure” policies and other sources of expense and delay, each of which may delay our ability to gain possession and stabilize the home. Additionally, state and local landlord-tenant laws may impose legal duties to assist residents in relocating to new housing or restrict the landlord’s ability to recover certain costs or charge residents for damage that residents cause to the landlord’s premises. We and any property managers we hire will need to be familiar with and take all appropriate steps to comply with all applicable landlord-tenant laws, and we will need to incur supervisory and legal expenses to ensure such compliance. To the extent that we do not comply with state or local laws, we may be subjected to civil litigation filed by individuals, in class actions or by state or local law enforcement. We may be required to pay our adversaries’ litigation fees and expenses if judgment is entered against us in such litigation or if we settle such litigation. 

Regulation proposing to limit purchases of single family homes by investors may have a material adverse impact on our business. Recently, the current federal administration has verbally indicated that it plans to ban large institutional investors (e.g., private equity firms, REITs, large Wall Street landlords) from buying single-family homes in the U.S., in an effort to address housing affordability and access to homeownership. While we do not believe that we would be considered a large institutional investor in single family homes, the specifics of any potential regulation are uncertain and we cannot assure you that we would not be subject to any such ban. If we were banned from future investment in single family homes, we could be limited in our ability to create additional Series and our existing Series may bear a much higher level of allocated expenses, which could materially impact the financial performance of our Series and our ability to make distributions to investors. In addition, any such proposed regulatory action may reduce demand, and therefore the sale price, for any single family home held by any Series.

Rent control or rent stabilization laws could prevent us from raising rents to offset increases in operating costs. Various states, cities, or municipalities have a system of rent regulations known as rent stabilization and rent control. Tenants of regulated apartments are entitled to receive required services and to have their leases renewed, and may not be evicted except on grounds allowed by law. If we acquire properties that include regulated apartments, these regulations could limit the amount of rent we are able to collect, which could have a material adverse effect on our ability to fully take advantage of the investments that we make in our properties.  In addition, there can be no assurance that changes to rent control or rent stabilization laws will not have a similar or greater negative impact on our ability to collect rents. 

Our investments may include condominium or home association interests. These common ownership interests are subject to special risks that may reduce your return on investment. Common ownership interests are subject to special risks that may reduce your return on investment. For example, common ownership interests are governed by associations in which we, as a unit owner, have a vote. We may be outvoted by the other members of the condominium or association respecting matters that materially impact the management, appearance, safety or financial soundness of the dwelling or of the association.

The value of common ownership interests may be decreased by the default of other interest holders on their homeowners’ association, or HOA, fees or similar fees. If enough holders default on their fees, the HOA’s liquidity and net worth may decrease dramatically. If the HOA or board is forced to foreclose on any delinquent interests representing the common interests, a lowered value realized at the foreclosure sale may adversely impact the market value of every other unit.

We, as a common ownership interest owner, will also be required to pay HOA fees. If we default in our payment, we may be obligated to pay financial penalties or, in severe circumstances, our unit may be foreclosed on by the board or the HOA. If the board or HOA is mismanaged or if the applicable property suffers from neglect or deferred maintenance, HOA fees may increase, which may reduce our cash flow from operations and your ability to receive distributions.

Our targeted investments may be subject to rules and regulations of HOAs. Our targeted investments may be part of HOAs, which are private entities that regulate the activities of, and levy assessments on properties in, a residential subdivision. HOAs in which we own properties may have onerous or arbitrary rules that restrict our ability to renovate, market or lease our properties or require us to renovate or maintain such properties at standards or costs that are in excess of our planned operating budgets. Such rules may include requirements for landscaping, limitations on signage promoting a property for lease or sale, or the use of specific materials in renovations. The number of HOAs that impose limits on the number of property owners who may rent their homes is increasing. Such restrictions limit acquisition opportunities and could cause us to incur additional costs to resell the property and opportunity costs of lost rental income. Furthermore, many HOAs impose restrictions on the conduct of occupants of homes and the use of common areas and we may have tenants who violate HOA rules and for which we may be liable as the property owner and for which we may not be able to obtain reimbursement from the resident. Additionally, the boards of directors of the HOAs may not make important disclosures about the properties or may block our access to HOA records, initiate litigation, restrict our ability to sell our properties, impose assessments or arbitrarily change the HOA rules. We may be unaware of or unable to review or comply with HOA rules before purchasing the property and any such excessively restrictive or arbitrary regulations may cause us to sell such property at a loss, prevent us from renting such property or otherwise reduce our cash flow from such property, which would have an adverse effect on our returns on these properties.

Real estate investments are relatively illiquid and may limit our flexibility. Real estate investments are relatively illiquid, which may tend to limit our ability to react promptly to changes in economic or other market conditions.  Our ability to dispose of assets in the future will depend on prevailing economic and market conditions.  Our inability to sell our properties on favorable terms or at all could have an adverse effect on our sources of working capital and our ability to satisfy our debt obligations.  In addition, real estate can at times be difficult to sell quickly at prices we find acceptable. When we sell any of our assets, we may recognize a loss on such sale.

The failure of any bank in which we deposit our funds could reduce the amount of cash we have available to pay distributions to our investors and make additional investments. The Federal Deposit Insurance Corporation, or FDIC, only insures amounts up to $250,000 per depositor per insured bank. We expect to have cash and cash equivalents and restricted cash deposited in certain financial institutions in excess of federally insured levels. If any of the banking institutions in which we have deposited funds ultimately fails, we may lose our deposits over $250,000. 

The occurrence of a cyber incident, or a deficiency in our cyber security, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, or damage to our business relationships, all of which could negatively impact our financial results. We collect and retain certain personal information provided by our investors and tenants in the properties owned by the Series.  While we expect to implement a variety of security measures to protect the confidentiality of this information and periodically review and improve our security measures, we can provide no assurance that we will be able to prevent unauthorized access to this information.  A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of our information resources. More specifically, a cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations, corrupt data, or steal confidential information. As our reliance on technology has increased, so have the risks that could directly result from the occurrence of a cyber incident including operational interruption, damage to our relationship with our tenants, and private data exposure, any of which could negatively impact our reputation and financial results.

If we are required to register under the Exchange Act, it would result in significant expense and reporting requirements that would place a burden on the manager and may divert attention from management of the properties by the manager or could cause the manager to no longer be able to afford to run our business. The Exchange Act requires certain issuers to register its equity securities under the Exchange Act if its securities are held of record by more than 2,000 persons or 500 persons who are not “accredited investors.” While the Operating Agreement presently prohibits any transfer that would result in any Series being held of record by more than 2,000 persons or 500 non-“accredited investors,” there can be no guarantee that we will not exceed those limits and the manager has the ability to unilaterally amend the Operating Agreement to permit holdings that exceed those limits. If we are required to register under the Exchange Act, it would result in significant expense and reporting requirements that would place a burden on the manager and may divert attention from management of the properties by the manager or could cause the manager to no longer be able to afford to run our business.

If our company were to be required to register under the Investment Company Act or the Manager were to be required to register under the Investment Advisers Act, it could have a material and adverse impact on the results of operations and expenses of each Series and the Manager may be forced to liquidate and wind up each Series or rescind the offerings for any of the Series. Our company is not registered and will not be registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Managing Member is not and will not be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) and the interests do not have the benefit of the protections of the Investment Company Act or the Investment Advisers Act.  Our company and the Managing Member have taken the position that the properties are not “securities” within the meaning of the Investment Company Act or the Investment Advisers Act, and thus our company’s assets will consist of less than 40% investment securities under the Investment Company Act and the Managing Member is not and will not be advising with respect to securities under the Investment Advisers Act.  This position, however, is based upon applicable case law that is inherently subject to judgments and interpretation.  If our company were to be required to register under the Investment Company Act or the Managing Member were to be required to register under the Investment Advisers Act, it could have a material and adverse impact on the results of operations and expenses of each Series and the Managing Member may be forced to liquidate and wind up each Series or rescind the offerings for any of the Series or the offering for any other Series.

Competition with other parties for real estate investments may reduce the company’s profitability. The company will compete with other entities engaged in real estate investment for the acquisition or sale of properties, including financial institutions, many of which have greater resources than the company does. Larger entities may enjoy significant competitive advantages that result from, among other things, a lower cost of capital. Furthermore, because we have elected to apply Islamic financial and contractual principles in operating our business, we will not finance our property acquisitions with traditional mortgage loans or any other interest bearing loan, which may make it more difficult for us to compete against the performance of other real estate vehicles that use leverage to increase per share profitability. Competition could make it more difficult for the company to obtain future funding, which could affect the company’s growth as a company.

Competition may impede our ability to attract or retain tenants or re-lease space, which could adversely affect our results of operations and cash flow. The leasing of residential real estate is highly competitive.  We will compete based on a number of factors that include location, rental rates, security, suitability of a property’s design to prospective tenants’ needs and the manner in which a property is operated and marketed. The number of competing properties could have a material effect on our occupancy levels, rental rates and on the operating expenses of certain of our properties.  If other lessors and developers of similar spaces in our markets offer leases at prices comparable to or less than the prices we offer on the properties we acquire, we may be unable to attract or retain tenants or re-lease space in our properties, which could adversely affect our results of operations and cash flow.

We may be subject to unknown or contingent liabilities related to properties that we acquire for which we may have limited or no recourse against the sellers. Properties that we may acquire in the future may be subject to unknown or contingent liabilities for which we may have limited or no recourse against the sellers. Unknown or contingent liabilities might include liabilities for clean-up or remediation of environmental conditions, claims of tenants, vendors or other persons dealing with the acquired properties, tax liabilities and other liabilities whether incurred in the ordinary course of business or otherwise. In the future we may enter into transactions with limited representations and warranties or with representations and warranties that do not survive the closing of the transactions or that only survive for a limited period, in which event we would have no or limited recourse against the sellers of such properties. While we expect to usually require the sellers to indemnify us with respect to breaches of representations and warranties that survive, such indemnification is often limited and subject to various materiality thresholds, a significant deductible or an aggregate cap on losses.

As a result, there is no guarantee that we will recover any losses due to breaches by the sellers of their representations and warranties. In addition, the total amount of costs and expenses that we may incur with respect to liabilities associated with acquired properties may exceed our expectations, which may adversely affect our business, financial condition, results of operations and cash flow. Finally, we may have indemnification agreements between us and the sellers that would typically provide that the sellers will retain certain specified liabilities relating to the properties acquired by us. While the sellers would generally be contractually obligated to pay all losses and other expenses relating to such retained liabilities, there can be no guarantee that such arrangements will not require us to incur losses or other expenses as well.

We may not be able to sell our properties at a price equal to, or greater than, the price for which we purchased such properties, which may lead to a decrease in the value of our assets. The value of a property to a potential purchaser may not increase over time, which may restrict our ability to sell a property, or if we are able to sell such property, may lead to a sale price less than the price that we paid to purchase a property. In particular, we may acquire properties that are leased with an option to purchase the property, which may negatively impact our returns on disposition of the property. For example, the purchase option may require us to sell a property to the lessee at a discount sale price to the then market price of the property. Further, the purchase option may require us to sell a property to the lessee after deducting the amount of the lessee’s initial option payment, which may have been paid to the prior owner and not to us. These or other terms of any such purchase option may reduce the sale price of the property to below the then prevailing market price and potentially to below the price we paid for the property.

We may be unable to renew leases or re-lease space as leases expire. If tenants do not renew their leases upon expiration, we may be unable to re-lease the vacated home. Even if the tenants do re-lease the lease or we are able to re-lease to a new tenant, the terms and conditions of the new lease may not be as favorable as the terms and conditions of the expired lease.  If the rental rates for our properties decrease or we are not able to release a significant portion of our available and soon-to-be-available space, our financial condition, results of operations, cash flow, the market value of your investment and our ability to make distributions to our investors could be adversely affected.

We may be required to make rent or other concessions and/or significant capital expenditures to improve the properties in order to retain and attract tenants, generate positive cash flow or make real estate properties suitable for sale, which could adversely affect us, including our financial condition, results of operations and cash flow. In the event there are adverse economic conditions in the real estate market which lead to an increase in tenant defaults, lower rental rates and less demand for residential real estate space in that market, we may be more inclined to increase tenant improvement allowances or concessions to tenants, accommodate increased requests for renovations and offer improvements or provide additional services to our tenants in order to compete in a more competitive leasing environment, all of which could negatively affect our cash flow.  If the necessary capital is unavailable, we may be unable to make these potentially significant capital expenditures.  This could result in non-renewals by tenants upon expiration of their leases and our vacant space remaining untenanted, which could adversely affect our financial condition, results of operations, cash flow and the value of your investment. 

We will rely on information supplied by prospective residents. We will make leasing decisions based on information in rental applications completed by a prospective resident and screened by our third party property manager, and we cannot be certain that this information is accurate.  Additionally, these applications will be submitted to us at the time we evaluate a prospective resident, and we will do not expect to require residents to provide us with updated information during the terms of their leases, notwithstanding the fact that this information can, and frequently does, change over time. For example, increases in unemployment levels or adverse economic conditions in certain of our target markets may adversely affect the creditworthiness of our residents in such markets. Even though this information will not be updated, we will use it to evaluate the characteristics of our portfolio over time. If resident-supplied information is inaccurate or our residents’ creditworthiness declines over time, we may make poor or imperfect leasing decisions and our portfolio may contain more risk than we believe.

Our properties may be subject to impairment charges. We will periodically evaluate our real estate investments for impairment indicators. The judgment regarding the existence of impairment indicators is based on factors such as market conditions, tenant performance and legal structure. For example, the early termination of, or default under, a lease by a tenant may lead to an impairment charge. If we determine that an impairment has occurred, we would be required to make a downward adjustment to the net carrying value of a property. Impairment charges also indicate a potential permanent adverse change in the fundamental operating characteristics of the impaired property. There is no assurance that these adverse changes will be reversed in the future and the decline in the impaired property’s value could be permanent.

Our real estate investments are expected to be concentrated in single-family rental properties in select geographic markets. Our strategy is to concentrate our real estate investments on single-family rental properties in select geographic markets that we believe favor future growth in rents and valuations.  A downturn or slowdown in the rental demand for single-family housing generally, or in our target markets specifically, caused by adverse economic, regulatory or environmental conditions, or other events, would have a greater impact on our operating results than if we had more diversified real estate investments.

If a tenant declares bankruptcy, we may be unable to collect balances due under relevant leases, which could adversely affect our financial condition and ability to pay distributions to our investors. Any of our tenants, or any guarantor of a tenant’s lease obligations, could be subject to a bankruptcy proceeding pursuant to Chapter 11 of the United States bankruptcy code. A bankruptcy filing by one of our tenants or any guarantor of a tenant’s lease obligations would bar all efforts by us to collect pre-bankruptcy debts from these individuals or entities, unless we receive an enabling order from the bankruptcy court. There is no assurance the tenant or its trustee would agree to assume the lease. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages that is limited in amount and which may only be paid to the extent that funds are available and in the same percentage as is paid to all other holders of unsecured claims. A tenant or lease guarantor bankruptcy could delay efforts to collect past due balances under the relevant leases and could ultimately preclude full collection of these sums. A tenant or lease guarantor bankruptcy could cause a decrease or cessation of rental payments that would mean a reduction in our cash flow and the amount available to pay distributions to our investors.

Risks Related to Conflicts of Interest

We are dependent on the Managing Member and its affiliates and their key personnel who provide services to us through the Operating Agreement, and we may not find a suitable replacement if the Operating Agreement is terminated, or if key personnel leave or otherwise become unavailable to us, which could have a material adverse effect on our performance. We do not expect to have any employees and we are completely reliant on the Managing Member to provide us with investment and advisory services. We expect to benefit from the personnel, relationships and experience of the Managing Member’s executive team and other personnel and investors of the Managing Member and its affiliates and expect to benefit from the same highly experienced personnel and resources we need for the implementation and execution of our investment strategy.  The Managing Member will have significant discretion as to the implementation of our investment and operating policies and strategies. Accordingly, we believe that our success will depend to a significant extent upon the efforts, experience, diligence, skill and relationships of the executive officers and key personnel of the Managing Member and its affiliates. The executive officer of the Managing Member will evaluate, negotiate, close and monitor our properties. Our success will depend on his continued service.

In addition, we offer no assurance that the Managing Member will remain the Managing Member or that we will continue to have access to the Managing Member’s or its affiliates’ principals and professionals. If the Operating Agreement is terminated and no suitable replacement is found to manage us, our ability to execute our business plan will be negatively impacted.

The ability of the Managing Member and personnel of our Manager and its affiliates to engage in other business activities, including managing other similar companies, may reduce the time the Managing Member spends managing the business of our company and may result in certain conflicts of interest. The manager and officer of Wahed Financial and other personnel of its affiliates providing administrative support to us also serve as officers or employees of other entities controlled by Wahed Inc. or its affiliates. These other business activities may reduce the time these persons spend on our business. Further, if and when there are turbulent conditions in the real estate markets or distress in the credit markets or other times when we will need focused support and assistance from the Managing Member and its affiliates, the attention of their respective personnel and executive officers and resources may also be required by other business activities of affiliates. In such situations, we may not receive the level of support and assistance that we may receive if we were internally managed or if we were not managed by the Managing Member. In addition, these persons may have obligations to other entities, the fulfilment of which might not be in the best interests of us or any of our investors. The Managing Member’s officers may face conflicts of interest in allocating sale, financing, leasing and other business opportunities among the real properties owned by the various companies and each Series.

The terms of the Operating Agreement make it difficult to end our relationship with the Managing Member. Under the terms of the Operating Agreement, holders of interests in each Series of our company have the right to remove our Managing Member as manager of our company, by a vote of two-thirds of the holders of all interests in each Series of our company (excluding our Managing Member) voting together, in the event our Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series of interests or our company. Unsatisfactory financial performance does not constitute grounds to terminate and remove the Managing Member under the Operating Agreement. These provisions make it difficult to end our company’s relationship with the Managing Member, even if we believe the Managing Member’s performance is not satisfactory. 

The Operating Agreement contains provisions that reduce or eliminate duties (including fiduciary duties) of the Managing Member. The Operating Agreement provides that the Managing Member, in exercising its rights in its capacity as the Managing Member, will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any of our investors and will not be subject to any different standards imposed by our bylaws, or under any other law, rule or regulation or in equity. These modifications of fiduciary duties are expressly permitted by Delaware law. 

There are conflicts of interest among us, the manager and its affiliates. All the agreements and arrangements between us and our Managing Member, including those relating to compensation, are not the result of arm’s-length negotiations. Some of the conflicts inherent in our company’s transactions with the Managing Member and its affiliates, and the limitations on such parties adopted to address these conflicts, are described below. The Managing Member and its affiliates will try to balance our interests with their own. However, to the extent that such parties take actions that are more favorable to other entities than us, these actions could have a negative impact on our financial performance and, consequently, on distributions to investors and the value of our interests.

The Operating Agreement provides the Managing Member with broad powers and authority which may exacerbate the existing conflicts of interest among your interests and those of the Managing Member, its executive officers and its other affiliates. Potential conflicts of interest include, but are not limited to, the following:

We do not have a policy that expressly prohibits our Managing Member, security holders or affiliates from having a direct or indirect pecuniary interest in any transaction in which we have an interest or engaging for their own account in business activities of the types conducted by us. We do not have a policy that expressly prohibits our Managing Member, security holders or affiliates from having a direct or indirect pecuniary interest in any asset to be acquired or disposed of by us or any of our subsidiaries or in any transaction to which we or any of our subsidiaries are a party or have an interest. Additionally, we do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. In addition, our Operating Agreement with the Managing Member does not prevent the Managing Member and its affiliates from engaging in additional management or investment opportunities, some of which could compete with us.

The Managing Member’s liability is limited under the Operating Agreement, and we have agreed to indemnify the Managing Member against certain liabilities.  As a result, we may experience poor performance or losses for which the Managing Member would not be liable. Pursuant to our company’s Operating Agreement, the Managing Member will not assume any responsibility other than to render the services called for thereunder. The Managing Member maintains a contractual, as opposed to a fiduciary, relationship with us and our investors. Under the terms of the Operating Agreement, the Managing Member, its officers, investors, members, managers, directors and personnel, any person controlling or controlled by the Managing Member and any person providing sub-advisory services to the Managing Member will not be liable to us, any subsidiary of ours, or our investors, members or partners or any subsidiary’s investors, members or partners for acts or omissions performed in accordance with and pursuant to the Operating Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence, or reckless disregard of their duties under the Operating Agreement. Accordingly, we and our investors will only have recourse and be able to seek remedies against the Managing Member to the extent it breaches its obligations pursuant to the Operating Agreement. Furthermore, we have agreed to limit the liability of the Managing Member and to indemnify the Managing Member against certain liabilities. We have agreed to reimburse, indemnify and hold harmless the Managing Member, its officers, investors, members, managers, directors and personnel, any person controlling or controlled by the Managing Member and any person providing sub-advisory services to the Managing Member with respect to all expenses, losses, damages, liabilities, demands, charges and claims in respect of, or arising from, acts or omissions of such indemnified parties not constituting bad faith, willful misconduct, gross negligence, or reckless disregard of the Managing Member’s duties, which have a material adverse effect on us. In addition, we may choose not to enforce, or to enforce less vigorously, our rights under the Operating Agreement because of our desire to maintain our ongoing relationship with the Managing Member.

Risks Relating to the Offering

The company may not raise sufficient funds to achieve its business objectives. There is no minimum amount required to be raised before the company can accept your subscription for the Series Interests, and it can access the funds immediately. The company may not raise an amount sufficient for it to meet all of its objectives, including acquiring the Underlying Assets. Once the company accepts your investment funds, there will be no obligation to return your funds. Even if other Series Interests are sold, there may be insufficient funds raised through this offering to cover the expenses associated with the offering or complete the purchase of the Underlying Assets and the development and implementation of the company’s operations. The lack of sufficient funds to pay expenses and for working capital will negatively impact the company’s ability to implement and complete its planned use of proceeds.

We do not have a redemption provision and, as a result, if the company does not successfully dispose of real estate assets in a Series, you may have to hold your investment in that Series for an indefinite period. Unlike many REITs and other real estate vehicles, we do not have a provisions entitling investors to redeem their Interests and, as a result, if our Managing Member does not sell the Underlying Assets and distribute those proceeds, you may have to hold your investment for an indefinite period. The determination of whether to dispose of the Underlying Assets associated with any Series is entirely at the discretion of the company. Even if the company decides to dispose of such Underlying Assets, the company cannot guarantee that it will be able to dispose of them at a favorable price to investors.

The Managing Member has full discretion as to the use of proceeds from the offering. The company presently anticipates that the net proceeds from the offering will be used by us to purchase the Underlying Assets of the Series, pay fees and expenses and as general working capital. The company reserves the right, however, to use the funds from the offering for other purposes not presently contemplated herein but which are related directly to growing its current business. As a result of the foregoing, purchasers of the Series Interests hereby will be entrusting their funds to the Managing Member’s management, upon whose judgment and discretion the investors must depend, with only limited information concerning management’s specific intentions.

There is currently no trading market for the company’s securities. There is currently no public trading market for any Series Interests, and an active market may not develop or be sustained.  If an active public or private trading market for the Series Interests does not develop or is not sustained, it may be difficult or impossible for you to resell your Series Interests at any price.  Even if a public or private market does develop, the market price could decline below the amount you paid for your Series Interests.

The purchase prices for the Series Interests have been arbitrarily determined. The purchase price for the Series Interests has been arbitrarily determined by the company and bears no relationship to the company’s assets, book value, earnings or other generally accepted criteria of value. In determining pricing, the company considered factors such as the purchase and holding costs of the Underlying Assets, the company’s limited financial resources, the nature of its assets, estimates of its business potential, the degree of equity or control desired to be retained by Managing Member and general economic conditions.

Risk Factors Related to the Real Estate Market

The company’s real estate and real estate-related assets will be subject to the risks typically associated with real estate. The properties the company acquires will be subject to the risks typically associated with the global economy and real estate, which may be adversely affected by a number of risks, including:

The value of each Series is also related to its ability to generate cash flow and net income, which in turn depends on the amount of rental revenue or other income that can be generated net of expenses required to be incurred with respect to the property. Many expenditures associated with properties (such as operating expenses and capital expenditures) cannot be reduced when there is a reduction in income from the properties. Also see “Risk Factors – We may not be able to control our operating costs or our expenses may remain constant or increase, even if our revenues do not increase, causing our results of operations to be adversely affected.”

We face possible risks associated with natural disasters and the physical effects of climate change, which may include more frequent or severe storms, hurricanes, flooding, rising sea levels, shortages of water, droughts and wildfires, any of which could have a material adverse effect on our business, results of operations, and financial condition. To the extent climate change causes changes in weather patterns, our properties could experience increases in storm intensity and rising sea-levels causing damage to our properties and result in reduced rental demand at these properties. Climate change may also affect our business by increasing the cost of, or making unavailable, property insurance on terms we find acceptable in areas most vulnerable to such events, increasing operating costs, including the cost of water or energy, and requiring us to expend funds to repair and protect our properties in connection with such events. Any of the foregoing could have a material adverse effect on our business, results of operations, and financial condition. 

The underlying value and performance of any real estate asset will fluctuate with general and local economic conditions. The successful operation of any real estate asset is significantly related to general and local economic conditions. Periods of economic slowdown or recession, significantly rising interest rates, declining employment levels, decreasing demand for rental units, declining real estate values, or the public perception that any of these events may occur, can result in reductions in the underlying value of any asset and result in poor economic performance. In such cases, investors may lose the full value of their investment, or may not experience any distributions from the real estate asset.

The market in which the company participates is competitive and, if it does not compete effectively, its operating results could be harmed. The company competes with many others engaged in the residential real estate market, including but not limited to individuals, corporations, bank and insurance company investment accounts, real estate investment trusts, and private real estate funds. The company’s properties will compete will all other properties listed in the same general geographic area which may be managed by companies with significantly greater resources and the ability to withstand economic downturns or other significant disruptions to operations. This market is competitive and rapidly changing. Significant increases in the number of listings for rental units in the geographic areas where the company’s properties are located, if not met by a similar increase in demand, is likely to cause downward pressure on rental rates and, potentially, impact to value of the Underlying Asset. The company expects competition to persist and intensify in the future, which could harm its ability to generate sufficient rental income from its properties or acquire additional properties on terms that investors find to be reasonable.

A rental property could be difficult to sell, which could diminish the return on the Underlying Assets. A rental property may incur losses due to extended periods of vacancy and may suffer reduced revenues resulting in less cash available for distribution to its investors. In addition, the resale value of the Underlying Assets could be diminished if the market value of the Underlying Assets declines, due to poor maintenance of the property by a tenant, a decrease in cash flow generated by a property or decline in real estate market values. Such a reduction in the resale value of a property could also reduce the value of investors Series Interests.

The company may decide to sell property which could conflict with an investor’s interests. The company may determine when to sell any property at any time in accordance with the management rights afforded to the Managing Member. Investors will not have a say in this decision. The timing and decision to sell a property may conflict with investors personal interests, beliefs or theories regarding the real estate market. Further, it is possible the sale may not be done at an optimal time. In any case, investors would not have any cause of action against the company or Managing Member for such sales.

A decline in general economic conditions in the markets in which each property is located or in the United States generally could lead to a decrease in demand for rental properties, increased delinquencies and lower rental rates in those markets. As a result of these trends, the company may reduce revenue, potentially resulting in losses and lower resale value of properties, which may reduce your return.

Lawsuits may arise between the company and its tenants resulting in lower cash distributions to investors. Disputes between landlords and tenants are common. These disputes may escalate into legal action from time to time. In the event a lawsuit arises between the company and a tenant it is likely that the company will see an increase in costs. Accordingly, cash distributions to investors may be affected.

Costs imposed pursuant to governmental laws and regulations may reduce the company’s net income and the cash available for distributions to its investors. Residential rental properties are subject to various covenants, federal, state and local laws and regulatory requirements, including permitting and licensing requirements. Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community developers, may restrict our use of our residential properties and may require us to obtain approval from local officials or community standards organizations at any time with respect to our residential properties, including prior to acquiring any of our residential properties or when undertaking renovations. Among other things, regulations may relate to fire and safety, seismic, asbestos-cleanup or hazardous material abatement requirements relating to protection of the environment and human health. The company could be subject to liability in the form of fines, penalties or damages for noncompliance with these laws and regulations. Furthermore, any regulations aimed at reducing housing costs may limit the rental rates that we are able to charge for our properties. We cannot assure you that existing regulatory policies will not adversely affect us or the timing or cost of property ownership or any future acquisitions or renovations, or that additional regulations will not be adopted that would result in additional costs or limits on our ability to generate income. Our business and growth strategies may be materially and adversely affected by costs of complying with these regulations. Our failure to comply with these regulations could have a material adverse effect on us and cause the value of Series Interests to decline. 

The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying personal injury or other damage claims could reduce the amounts available for distribution to the company’s investors. Under various federal, state and local environmental laws, ordinances and regulations, a current or previous real property owner or operator may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose liens on property or restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us booking the property. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury, property damage or natural resource damage claims could reduce or eliminate the amounts available for distribution to you.

Costs associated with complying with the Americans with Disabilities Act may decrease cash available for distributions. Each Underlying Asset may be subject to the Americans with Disabilities Act of 1990, as amended, or the ADA. Under the ADA, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The ADA has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services be made accessible and available to people with disabilities. The ADA’s requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. Any funds used for ADA compliance will reduce the company’s net income and the amount of cash available for distributions to investors.

Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce the company’s cash flows and the return on investment. There are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters, that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated with potential acts of terrorism could sharply increase the premiums the company pays for coverage against property and casualty claims. In addition, insurance policies may not be available at reasonable costs, which could inhibit the company’s ability to obtain financing for its properties and could expose the relevant Series to a high risk of loss. In such instances, the company may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. The company may not have adequate coverage for such losses. If any of the properties incur a casualty loss that is not fully insured, the value of the assets will be reduced by any such uninsured loss, which may reduce the value of investor interests. In addition, other than any working capital reserve or other reserves the company may establish, the company has no additional sources of funding to repair or reconstruct any uninsured property. Also, to the extent the company must pay unexpectedly large amounts for insurance, it could suffer reduced earnings that would result in lower distributions to investors.

Actual or threatened epidemics, pandemics, outbreaks, or other public health crises may adversely affect the company’s business. The company’s business could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic, pandemic, outbreak, or other public health crisis, such as the recent outbreak of novel coronavirus, or COVID-19. The risk, or public perception of the risk, of a pandemic or media coverage of infectious diseases could adversely affect the company’s and each Series’ business and financial condition. “Shelter-in-place” or other such orders by governmental entities would further negatively impact the company’s and each Series’ business and could also disrupt the company’s operations if employees, who cannot perform their responsibilities from home, are not able to report to work.

Risks Related to Forum Selection and Jury Waivers

The company’s Operating Agreement and Subscription Agreement each include a forum selection provision, which could result in less favorable outcomes to the plaintiff(s) in any action against our company.

The Operating Agreement includes a forum selection provision that requires any suit, action, or proceeding seeking to enforce any provision of or based on any matter arising out of or in connection with the Operating Agreement, or the transactions contemplated thereby be brought in state or federal court of competent jurisdiction located within the State of Delaware. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, the exclusive forum provisions will not apply to suits brought to enforce any duty or liability created by the Securities Act or any other claim for which the federal and state courts have concurrent jurisdiction, and investors will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Our Subscription Agreement for each manner of investing and class of security includes a forum selection provision that requires any suit, action, or proceeding arising from the Subscription Agreement, other than matters arising under the federal securities laws, be brought in a state of federal court of competent jurisdiction located within the State of Delaware. These forum selection provisions may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the Subscription Agreement or Operating Agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under these Agreements. Investors in this offering will be bound by the Subscription Agreement and the Operating Agreement, both of which include a provision under which investors waive the right to a jury trial of any claim, other than claims arising under federal securities laws, that they may have against the company arising out of or relating to these agreement. By signing these agreements, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor’s jury trial rights following consultation with the investor’s legal counsel.

If you bring a claim against the company in connection with matters arising under the Subscription Agreement or Operating Agreement, other than claims under the federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the company. If a lawsuit is brought against the company under one of those agreements, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

In addition, when the Series Interests are transferred, the transferee is required to agree to all the same conditions, obligations, and restrictions applicable to the Series Interests or to the transferor with regard to ownership of the Series Interests, that were in effect immediately prior to the transfer of the Series Interests, including the Subscription Agreement and the Operating Agreement.

DILUTION

Dilution means a reduction in value, control, or earnings of the Interests the investor owns.

Investors in this offering will be acquiring Series Interests of a Series of the company, the economic rights of each Series Interest will be based on the corresponding Underlying Asset of that Series. As such, investors will not experience dilution except as a result of the sale of additional Series Interests of the Series to which they have subscribed.

PLAN OF DISTRIBUTION

We are offering, on a best efforts basis, Series Interests of each of the open Series of our company in the “Series Offering Table”. The offering price for each Series was determined by our Manager.

The company plans to market the securities directly on a “best efforts” basis. The company intends initially to use an offering landing page on the Wahed Real Estate Platform or on our website at www.wahed.com/real-estate, to offer the Series Interests to eligible investors. Wahed, Inc. recently launched a mobile app-based real estate investment platform, and has transitioned its real estate investment platform to the App. The App is available to download through www.wahed.com/real-estate as well as App stores. The officers, directors, employees, and advisors of the Managing Member or its affiliates may participate in the offering. When applicable, the company intends to prepare written materials and respond to investors after the investors initiate contact with the company, however no officers, directors, employees or advisors to the company or its Managing Member will orally solicit investors. The sale of our common shares is being facilitated by Dalmore, which is a registered broker-dealer under the Exchange Act and member of FINRA and is registered in each state where the offer and sales of the common shares will occur, pursuant to a broker-dealer agreement, dated June 6, 2025 (the “Broker-Dealer Agreement”). Our Series Interests being offered hereby will be primarily offered by associated persons of ours through the Wahed Real Estate Platform. In conducting this offering, such persons intend to rely on the exemption from registration contained in Exchange Act Rule 3a4-1. For additional information about the Wahed Real Estate Platform, please see “Offering Summary—About the Wahed Real Estate Platform.”

The Offering Circular will be furnished to prospective investors in this offering via download 24 hours a day, 7 days a week on the company’s website www.wahed.com/real-estate and on the Wahed Real Estate App. Prospective investors may subscribe for the Series Interests in this offering only through the website or the App. In order to subscribe to purchase Series Interests, a prospective investor must electronically complete, sign and deliver to us an executed subscription agreement like the one filed as an exhibit to the Offering Statement, of which this Offering Circular is a part, and provide funds for its subscription amount in accordance with the instructions provided therein.

We reserve the right to reject any investor’s subscription in whole or in part for any reason. If any prospective investor’s subscription is rejected, or the offering is terminated without closing on such investor’s subscription, all funds received from such investors will be returned without interest or deduction.

Further, pursuant to the applicable Series Interest Subscription Agreement, the subscriptions are irrevocable by the investor upon the expiration of the period specified in such investor’s state for notice filings before sales may be made in such state, if any. 

To the extent that the funds are not ultimately received by us or are subsequently withdrawn by the subscriber, whether due to an ACH chargeback or otherwise, the subscription agreement will be considered terminated, and the subscriber will not be entitled to any shares subscribed for or dividends that may have accrued.

The termination of an offering for a Series will occur on the earliest to occur of (i) the date subscriptions for the maximum number of Series Interests offered for a Series have been accepted or (ii) a date determined by our Managing Member in its sole discretion.

Our company can offer up to $75 million within a rolling 12-month period pursuant to Regulation A. Our company intends to offer additional Series within such limit and will file post qualification amendments for the offerings of such Series with the SEC. The offerings of such Series will be made available to investors from the date such amendment is qualified by the SEC. There will be separate closings with respect to each offering. At least every 12 months after this offering has been qualified by the SEC, the company will file a post-qualification amendment to include the company’s recent financial statements. The offering covers an amount of securities that we reasonably expect to offer and sell within two years, although the Offering Statement of which this Offering Circular forms a part may be used for up to three years and 180 days under certain conditions.

The company may, in its sole discretion, undertake one or more closings on a rolling basis, and intends to affect a close every 30 days or sooner. After each closing, funds tendered by investors will be available to the company and the company will issue the Series Interests to investors. An investor will become a member of the company, including for tax purposes, and the Series Interests will be issued, as of the date of settlement. Settlement will not occur until an investor’s funds have cleared and the company accepts the investor as a member. Not all investors will receive their Series Interests on the same date.

The company has also engaged Dalmore Group, LLC (“Dalmore”) a broker-dealer registered with the SEC and a member of FINRA, to perform the following administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services:

As compensation for the services listed above, the company has agreed to pay Dalmore a commission equal to 1% of the amount raised in the offering to support the offering on all newly invested funds after the issuance of a No Objection Letter by FINRA. In addition, the company has paid Dalmore a $5,000 one-time advance expense allowance to cover reasonable out-of-pocket accountable expenses actually anticipated to be incurred by Dalmore in connection with this offering. Dalmore will refund any amount related to this expense allowance to the extent it is not used, incurred or provided to the company. The company has also agreed to pay Dalmore a one-time consulting fee of $20,000 to provide ongoing general consulting services relating to this offering such as coordination with third party vendors and general guidance with respect to the offering, which will be due and payable within 15 days after this offering is qualified by the SEC and the receipt of a No Objection Letter from FINRA.  The company has also agreed to pay FINRA filing fees of $11,750 related to the initial filing with FINRA and $1,000 for each post-qualification amendment. Assuming the offering is fully-subscribed, the company estimates that total fees and expenses, including the one-time advance expense allowance fee of $5,000, the consulting fee of $20,000 and the $11,750 initial FINRA filing fee, would initially be $36,750 plus 1% of the aggregate of offering amounts of all Series shown on the cover page of this Offering Circular.

Process of Subscribing

After the Offering Statement has been qualified by the SEC, the company will accept tenders of funds to purchase the Series Interests.

Investors will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if the investor is not an “accredited investor” as defined under securities law, the investor is investing an amount that does not exceed the greater of 10% of their annual income or 10% of their net worth (excluding the investor’s principal residence).

To subscribe for the Series Interests, each prospective investor must  :

Any potential investor will have ample time and is advised to review the Subscription Agreement, along with their counsel, prior to making any final investment decision.

By executing the Subscription Agreement, you agree to be bound by the terms of the Subscription Agreement and the Operating Agreement of our company, as it may be amended from time to time. Our company, the Manager and Dalmore will rely on the information you provide in the subscription agreement, including the supplemental information you provide in order for the manager and Dalmore to verify your status as a “qualified purchaser.” If any information about your “qualified purchaser” status changes prior to you being issued Series Interests, please notify the Manager immediately using the contact details set out in the Subscription Agreement.

The company may close on investments on a “rolling” basis (so not all investors will receive their Series Interests on the same date). Investors may subscribe by tendering funds by check, wire transfer, or ACH transfer to an account maintained by the company until the company has accepted the investor’s subscription. Upon closing, funds tendered by investors will be made available to the company for its use. The company has the right to refuse to sell the Series Interests to any prospective investor or for any reason in its sole discretion, including, without limitation, if such prospective investor does not promptly supply all information requested by the company in connection with such prospective investor subscription. In addition, in the company’s sole discretion, it may establish a limit on the purchase of Series Interests by particular prospective investors.

No Escrow

The proceeds of this offering will not be placed into an escrow account. When we accept subscription payments, following compliance review as discussed above, Series Interests will be issued, and investors will become Interest holders. Funds will be returned by the company, without interest, for any subscriptions that are not accepted by us.

Transfer Agent

The company has engaged Colonial Stock Transfer Company, Inc., as its transfer agent.

Forum Selection Provision

The Subscription Agreement that investors will execute in connection with the offering includes a forum selection provision that requires any claims against the company based on the Agreement to be brought in a state or federal court of competent jurisdiction in the State of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon the Agreement, excluding any claims under federal securities laws. Although the company believes the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting the company’s litigation costs, to the extent it is enforceable, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The company has adopted the provision to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its officers to not lose a significant amount of time travelling to various forums so they may continue to focus on operations of the company.

Jury Trial Waiver

The Subscription Agreement that investors will execute in connection with the offering provides that subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the Agreement, excluding any claim under federal securities laws. By signing the Subscription Agreement, an investor will warrant that the investor has reviewed this waiver with the investor’s legal counsel, and knowingly and voluntarily waives his or her jury trial rights following consultation with the investor’s legal counsel. If the company opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law.

USE OF PROCEEDS

Series Waynick Drive

Assuming a maximum raise of $485,000, and after deducting brokerage commissions of $4,850, the net proceeds of this offering of Series Waynick Drive Interests would be approximately $480,150. The table below sets forth the uses of proceeds of the company’s Series Waynick Drive Interests.

Wahed Financial initially purchased the Waynick Drive property in August 2025 and intends to transfer the property to Series Waynick Drive once sufficient funds from the company’s Regulation A offering have been tendered to the company. If the property is sold to the Series by Wahed Financial prior to the Series raising the maximum offering amount, funds from the offering, less brokerage commissions, will first be used to pay Wahed Financial for the Purchase Price of Property and Acquisition Expenses noted above, followed by the Offering Expenses and then the Sourcing Fee, with any remaining funds being retained for an Operating Reserve. If the initial funds raised are not sufficient to pay the above Purchase Price of Property, the Series will issue an interest-free promissory note payable to Wahed Financial to cover the balance of such Purchase Price plus Acquisition Expenses and would apply additional funds raised in the offering to repay amounts outstanding under the promissory note. If the offering is terminated prior to raising the maximum offering amount, any balance remaining on the promissory note would be paid from revenues generated by the Waynick Drive property and the Series would expense the Offering Expenses and Sourcing Fee, which would also be deducted from revenues generated by the Waynick Drive property.

Series Golden Honey

Assuming a maximum raise of $498,000, and after deducting brokerage commissions of $4,980, the net proceeds of this offering of Series Golden Honey Interests would be approximately $493,020. The table below sets forth the uses of proceeds of the company’s Series Golden Honey Interests.

Wahed Financial initially purchased the Golden Honey property in September 2025 and intends to transfer the property to Series Golden Honey once sufficient funds from the company’s Regulation A offering have been tendered to the company. If the property is sold to the Series by Wahed Financial prior to the Series raising the maximum offering amount, funds from the offering, less brokerage commissions, will first be used to pay Wahed Financial for the Purchase Price of Property and Acquisition Expenses noted above, followed by the Offering Expenses and then the Sourcing Fee, with any remaining funds being retained for an Operating Reserve. If the initial funds raised are not sufficient to pay the above Purchase Price of Property, the Series will issue an interest-free promissory note payable to Wahed Financial to cover the balance of such Purchase Price plus Acquisition Expenses and would apply additional funds raised in the offering to repay amounts outstanding under the promissory note. If the offering is terminated prior to raising the maximum offering amount, any balance remaining on the promissory note would be paid from revenues generated by the Golden Honey property and the Series would expense the Offering Expenses and Sourcing Fee, which would also be deducted from revenues generated by the Golden Honey property.

Series Lure Lane

Assuming a maximum raise of $545,000, and after deducting brokerage commissions of $5,450, the net proceeds of this offering of Series Lure Lane Interests would be approximately $539,550. The table below sets forth the uses of proceeds of the company’s Series Lure Lane Interests.

Wahed Financial initially purchased the Lure Lane property in January 2026 and intends to transfer the property to Series Lure Lane once sufficient funds from the company’s Regulation A offering have been tendered to the company. If the property is sold to the Series by Wahed Financial prior to the Series raising the maximum offering amount, funds from the offering, less brokerage commissions, will first be used to pay Wahed Financial for the Purchase Price of Property and Acquisition Expenses noted above, followed by the Offering Expenses and then the Sourcing Fee, with any remaining funds being retained for an Operating Reserve. If the initial funds raised are not sufficient to pay the above Purchase Price of Property, the Series will issue an interest-free promissory note payable to Wahed Financial to cover the balance of such Purchase Price plus Acquisition Expenses and would apply additional funds raised in the offering to repay amounts outstanding under the promissory note. If the offering is terminated prior to raising the maximum offering amount, any balance remaining on the promissory note would be paid from revenues generated by the Lure Lane property and the Series would expense the Offering Expenses and Sourcing Fee, which would also be deducted from revenues generated by the Lure Lane property.

General

The company reserves the right to change the above use of proceeds for any Series if management believes it is in the best interests of the company.

THE COMPANY’S BUSINESS

Overview

Wahed Real Estate is a Delaware series limited liability company formed on May 14, 2024 by its Managing Member Wahed Financial, a Delaware limited liability company. Wahed Real Estate is an investment vehicle that enables investors to own fractional ownership of specific residential rental properties. We believe our real estate platform will enable investors to invest in residential real estate with lower capital requirements and provide opportunities for income through rental returns, long term capital gains and capital preservation. We believe offering Series Interests lowers the cost-of-entry and minimizes the time commitment for real estate investing, with no investor involvement in asset or property management, while still providing the potential economic benefits normally associated with direct property ownership. The Wahed Real Estate platform will list each Series and their relevant properties, and investors can browse and choose opportunities in which to invest.

Our Series LLC Structure

The company establishes separate Series for the holding of residential properties to be acquired by the company. It is not anticipated that any Series would own any assets other than its respective real estate property and associated assets, the reason for which the applicable Series was created (“The Underlying Asset(s)”), plus cash reserves for maintenance, storage, insurance and other expenses pertaining to such Underlying Assets and amounts earned by each Series from the monetization of the Underlying Asset. It is intended that owners of a Series Interest in a Series will only have assets, liabilities, profits and losses pertaining to the specific Underlying Assets owned by that Series. As a Delaware series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series are segregated and enforceable only against the assets of such series, as provided under Delaware law. This would include contractual obligations that each Series will enter, such as any property management agreement with respect to the management of the specific property. This would also include the portion of any shared fees, costs or expenses that have been allocated to the Series, as discussed above and under “– Expenses and Allocation Policy.”

Strategy and Target Markets

Our investment strategy is to acquire, rent out, manage, operate, and sell residential properties located in vibrant, growing cities across America. Our primary focus initially will be single family homes and we may later expand (e.g., after 2 years) into multi-family properties (e.g., condos). We believe that these markets offer investors a blend of attractive capitalization rates and a strong prospect for long-term property value appreciation. Investment and operational decisions, including the selection and acquisition of residential properties to be included in a Series, will be made in accordance with Islamic financial and contractual principles, as determined by Wahed Financial and pursuant to its Shariah Operation Policy. Generally, Islamic financial principles require that investors share in profit and loss, that neither investors, nor any of the property owners or Wahed Real Estate receive or pay usury or interest, nor that legal contracts result in substantive speculation or uncertainty. Generally, this means that we will finance any property with cash or, if available, interest-free financing, rather than traditional interest-bearing mortgage financing. Please see “– Shariah Operation Policy” below for a further description of our Managing Member’s policy and procedures regarding compliance with Shariah and Islamic principles.

We focus on acquiring properties in urban areas that we believe (1) are likely to generate stable cash flows in the long term and (2) have significant possibilities for long-term capital appreciation. We will seek properties in markets that exhibit the following characteristics:

For a brief overview of the particular geographic market in which a Series property is located, see the individual Series property listings in the section titled ” – Property Overview” below.

Our strategy involves retaining and managing properties we acquire in Series for an extended period, which we expect will average around 10 years. The decision to sell a particular property will be made by carefully evaluating current and future market trends, the property’s condition, and factors affecting cash flow and profitability.

Market Dynamics

The current valuation of the US housing market stands at approximately $50 trillion. Currently, the market is characterized by historically low affordability, driven by elevated housing prices and high mortgage rates. There is a notable shortage of over 4 million housing units in the US. Additionally, the inventory of existing homes is limited, as current homeowners opt to retain their properties due to high interest rates. Recent proposals to change the international trade framework have resulted in substantial regulatory uncertainty regarding international trade and trade policy, both in the United States and abroad. The impact of these and any future actions on the broader US and global economy in the future is uncertain. Rising inflation, slower economic growth and increases in unemployment that may result from global trade disruptions could further deflate consumer demand, which may impact the housing market more broadly, reducing demand for residential housing and reducing rental rates.

Despite these challenges, the company believes that the long-term outlook for the real estate sector in the US remains optimistic.

Intended Business Process

Generally, the company and Wahed Financial intend to arrange for the purchase of a specific residential property either directly by the Series or by Wahed Financial or one of its affiliates.

If Wahed Financial or one of its affiliates purchases the property directly, then, after the relevant Series has obtained financing, it would sell the property to that Series for an amount equal to the original purchase price (including closing costs) plus holding costs, as well as any renovation or repair costs incurred prior to the sale to the Series as well as the applicable sourcing fee specified in the Series Designation for the relevant Series. Our Managing Member may determine to sell the property to the Series shortly after the initial sale of Series Interests and prior to the Series raising sufficient funds to pay the purchase price of the property in full. In that case, the Managing Member would provide an interest-free loan to the Series to cover the full purchase price plus acquisition expenses and property improvement expenses, and would then be repaid such amounts out of future proceeds from the offering. If the offering is terminated after some funds have been raised but not a sufficient amount to pay Wahed Financial the full purchase price for the property, the Series would repay the loan from Wahed Financial or its affiliate from revenues generated by the property.

In cases where Wahed Financial identifies and intends to have the Series purchase that property directly from a third party seller, it would use the proceeds of the offering for that Series to purchase the property. Adhering to Islamic principles, all property acquisitions will be conducted with cash or other interest-free financing, mitigating challenges associated with high mortgage rates. If the purchase agreement for the property does not include a financing condition and the closing for the property occurs prior to sufficient proceeds being received, Wahed Financial or an affiliate may provide an interest-free loan to the Series to finance all or part of the purchase price of the property plus acquisition expenses and property improvement expenses that would be repaid with the proceeds of the offering. If the offering is terminated after some funds have been raised but not a sufficient amount to pay Wahed Financial the full purchase price for the property plus acquisition expenses and property improvement expenses, the Series would repay the loan from Wahed Financial or its affiliate from revenues generated by the property.

Intercompany loans between Wahed Financial or an affiliate thereof, on the one hand, and a Series, on the other hand, would generally have the following terms:

Shariah Operation Policy

As part of the Wahed Inc. group of companies, our Managing Member manages our company in compliance with the Wahed Shariah Operation Policy, designed to ensure that our company’s operations are conducted in accordance with Islamic principles and Shariah requirements. The policy provides the structure for a disciplined, objective, and consistent approach to investment selection and related financial services based on set ethical and Shariah screening criteria. The guiding principles established in the policy for our Managing Member’s conduct of business include the following:

The policy sets out a Shariah governance structure designed to monitor Shariah compliance and ensure the conduct of business in a socially responsible manner, in compliance with the Shariah standards issued by the Accounting and Auditing Organization for Islamic Financial Institutions and under the guidelines and oversight of Wahed’s Shariah Supervisory Board (the “SSB”). Our Managing Member has coordinated with the SSB in establishing our company and determining our intended business process and investment approach to ensure our compliance with Shariah and Islamic principles.

Our Managing Member and Fees and Expenses payable by each Series

Wahed Financial serves as our Managing Member and the Managing Member of each Series. Our Managing Member acts through its manager, Ahmar Shaikh, its Chief Executive Officer and Chief Financial Officer. As our Managing Member, Wahed Financial has full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the company and each Series.

Our Managing Member is responsible for the day-to-day management of the company and each Series and will manage all underlying property and other assets related to the various Series including the sales of property, property rentals, maintenance and insurance. We anticipate engaging local property managers for the day to day management of our properties and we expect property management fees to be in the range of 8-12% of gross rental receipts, which would be paid out of the revenues generated by such Series. To the extent that we have entered into a property management agreement with respect to any Series property, the terms of such agreement are set forth below under “– Property Overview.”

Sourcing Fee

If a Series raises the maximum offering amount for that Series, a portion of the proceeds would be paid to our Managing Member as a sourcing fee, which is set forth in the Certificate of Designation for the relevant Series and discussed under “Use of Proceeds” above. The sourcing fee represents a fee payable in connection with the search and negotiation of the property purchase and coordination of the work needed to prepare the property for rental. Our Managing Member determines this fee and sets the amount. To the extent that a Series raises less than the maximum offering amount resulting in insufficient funds to pay the sourcing fee, the Managing Member may determine to expense the balance of the sourcing fee, which would be deducted from revenues generated by the relevant property, waive the sourcing fee or invest in the relevant Series Interests to cover the balance of the sourcing fee.

Asset Management Fees

On a quarterly basis beginning on the first quarter end date following the initial closing date of the issuance of Series Interests, each Series shall pay the Managing Member an asset management fee, payable quarterly in arrears, equal to 0.25% (1% annualized) of Asset Value as of the last day of the immediately preceding quarter.

“Asset Value” at any date means the fair market value of assets in a Series representing the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such assets in an arm’s length transaction, determined by the Managing Member in its sole discretion.

Our Managing Member expects to determine “Asset Value” based on an internal review of recent comparable sales and may obtain third party valuations from time to time as needed.

Facility Fees

To the extent that the Managing Member of any of its affiliates provides a loan to the company or any Series, it will charge a facility fee, determined by the Managing Member or such affiliate to be arms-length terms. To date, that facility fee has equaled an annual rate of 5% of the amount of the loan facility, charged on a monthly basis. Since Inception and through June 30, 2025, the company and its Series have paid an aggregate of $5,809 (net of $42 in facility fees received as discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”).

Expenses and Allocations Policy

In addition to paying the sourcing fee and asset management fees discussed above, each Series will be responsible for the following fees, costs and expenses, or its allocated portion thereof) in connection with any offering of Series Interests by a Series and the sourcing and acquisition of a Series property shall be borne by the relevant Series (except in the case of an unsuccessful offering in which case all “dead deal costs” shall be borne by the Managing Member), and except to the extent assumed by the Managing Member in writing):

Operating Expenses

Each Series of our company will also be responsible for the following costs and expenses attributable to the activities of our company related to such series (we refer to these as Operating Expenses):

The Managing Member will bear its own expenses of an ordinary nature, including all costs and expenses on account of rent, supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, remuneration and expenses paid to employees and utilities expenditures.

If the Operating Expenses exceed the amount of revenues generated from a Series property and cannot be covered by any Operating Expense reserves on the balance sheet of such Series, the Managing Member may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the applicable series, expected to be on an interest-free basis consistent with Islamic principles, and be entitled to reimbursement of such amount from future revenues generated by such series property, and/or (c) cause Series Interests to be issued to the Managing Member in order to cover such additional amounts.

Allocation Policy

To the extent relevant, Offering Expenses, Acquisition Expenses, Operating Expenses, revenue generated from series properties and any indemnification payments made by the Managing Member will be allocated among the various series interests in accordance with the Managing Member’s allocation policy set forth below. The allocation policy requires the Managing Member to allocate items that are allocable to a specific Series to be borne by, or distributed to (as applicable), the applicable Series.  If, however, an item is not allocable to a specific Series but to our company in general, it will be allocated pro rata based on the value of the Series properties or the number of properties, as reasonably determined by the Managing Member or as otherwise set forth in the allocation policy. By way of example, as of the date of this Offering Circular it is anticipated that revenues and expenses will be allocated as follows:

Once such fees, costs or expenses have been allocated in accordance with the Managing Member’s allocation policy, each relevant Series would record their allocated portion and become liable for payment or for reimbursing the Managing Member for its pre-allocation payment of such expenses. There may be situations where it is difficult to allocate fees, costs and expenses among specific Series and, therefore, there is a risk that a Series may bear a proportion of the fees, costs and expenses for a service or product for which another Series received a disproportionately high benefit.

Notwithstanding the foregoing, the manager may revise and update the allocation policy from time to time in its reasonable discretion without further notice to investors.

Property Overview

Series Waynick Drive 

On August 25, 2025, Wahed Financial completed the acquisition of a residential property located at 8820 Waynick Drive, Raleigh, NC (the “Waynick Drive property”) for a purchase price of $435,000 (reflecting sales credits) plus closing costs. On September 25, 2025, the company established Series Waynick Drive for the purposes of acquiring the Waynick Drive property. Wahed Financial intends to transfer the property to Series Waynick Drive once sufficient funds from the company’s Regulation A offering have been tendered to the company. The purchase price is expected to be $435,000 plus reimbursement of the Manager’s acquisition expenses, estimated at $10,324, and, to the extent incurred by the Manager prior to its sale of the property to the Series, any property improvement expenses, each as described under “Use of Proceeds.”

The Waynick Drive property was rented in August 2025 for a monthly rent of $3,425. Under a Value Share Agreement that the seller of the Waynick Drive property assigned to Wahed Financial, the tenant has been granted a one-time right to purchase the property at the expiration of the three year term for a purchase price equal to the greater of the current market value or the initial home value of $435,000, less an adjusted value share payment. The adjusted value share payment would be equal to the original option payment of $21,700 plus 50% of the appreciation in the value of the property or minus 5% of the depreciation in the value of the property. The lease agreement and value share agreement each have a term of three years and may be extended for up to two years, with an adjustment to the monthly rental payment.

Market Dynamics

Located in northwest Raleigh’s Wyngate neighborhood, this 3-bedroom, 2.5-bath home was most recently acquired for $435,000, consistent with the broader Raleigh market. The median home sale price in Raleigh is approximately $451,000 as of July 2025, while Wake County overall reflects a median of around $475,000. Home values in Raleigh have appreciated by more than 122% over the past decade, averaging roughly 8.3% annually, based on data from NeighborhoodScout.com. Over the past year, home prices in Raleigh have grown by about 6.1%, reflecting continued strength in demand even as inventory has modestly increased.

Rental demand in the area remains healthy. The average rent for three-bedroom homes in Wake County is approximately $2,260 per month. Given its size, location, and configuration, we believe the Waynick Drive property should be competitive within this market and capable of attracting long-term tenants.

The property is located near established employment hubs, schools, and recreational amenities, which enhances its appeal to families and professionals. Raleigh continues to benefit from strong job growth, population inflows, and long-term housing demand. Taken together, we believe the Waynick Drive property offers an attractive balance of appreciation potential and rental income stability, positioning it as a sound investment within the Series.

Property Management Agreement

Wahed Financial has engaged a third-party property manager for compensation equal to 8% of gross rent payable quarterly in advance, plus a one-time property disposition fee of 1% of the sale price of the property to the resident or to a third party.

Under the property management agreement, the property manager’s responsibilities include:

The property management agreement terminates upon the sale of the property to the resident or a third party. The property management agreement may be terminated (1) by either party if the other party fails to cure a material breach of the agreement within 30 days after receipt of notice or (2) by the owner in the event of damage, destruction or condemnation of the property.

For further details, please see the Property Management Agreement (Waynick Drive, Golden Honey and Lure Lane properties) filed as an exhibit to the Offering Statement of which this Offering Circular is a part, and which is incorporated by reference herein.

Series Golden Honey

On September 23, 2025, Wahed Financial completed the acquisition of a residential property located at 1740 Golden Honey Dr, Wake Forest, NC (the “Golden Honey property”) for a purchase price of $455,000 plus closing costs. On October 30, 2025, the company established Series Golden Honey for the purposes of acquiring the Golden Honey property. Wahed Financial intends to transfer the property to Series Golden Honey once sufficient funds from the company’s Regulation A offering have been tendered to the company. The purchase price is expected to be $455,000 plus reimbursement of the Manager’s acquisition expenses, estimated at $10,893, and, to the extent incurred by the Manager prior to its sale of the property to the Series, any property improvement expenses, each as described under “Use of Proceeds.”

The Golden Honey property was rented in September 2025 for a monthly rent of $3,314. Under a Value Share Agreement that the seller of the Golden Honey property assigned to Wahed Financial, the tenant has been granted a one-time right to purchase the property at the expiration of the three year term for a purchase price equal to the greater of the current market value or the initial home value of $455,000, less an adjusted value share payment. The adjusted value share payment would be equal to the original option payment of $22,750 plus 10% of the appreciation in the value of the property or minus 5% of the depreciation in the value of the property. The lease agreement and value share agreement each have a term of three years and may be extended for up to two years, with an adjustment to the monthly rental payment.

Market Dynamics

Located within the Rosedale community of Wake Forest, this 4-bedroom, 3-bath home was acquired for $455,000, aligning closely with prevailing market conditions in northern Wake County. As of July 2025, the median sale price in Wake County stands at approximately $500,833, according to Zillow. Over the past decade, home values in the county have appreciated by roughly 118%, reflecting an average annual increase of 8–9%, based on long-term data from NeighborhoodScout.com.

Rental fundamentals in Wake County remain strong, supported by steady population inflows and limited supply of high-quality single-family homes. Premium listings in Wake Forest are achieving rents in the $3,000+ range, underscoring sustained demand for newer homes with upgraded finishes and access to desirable school districts.

Wake Forest continues to benefit from the strong economic fundamentals of the Raleigh–Durham metropolitan area, one of the nation’s most dynamic growth regions. The area attracts families, professionals, and remote workers seeking proximity to Research Triangle Park, Raleigh, and other major employment centers, while maintaining suburban convenience and access to top-rated Wake County schools.

Taken together, the Golden Honey property offers a compelling combination of income stability and long-term appreciation potential. The acquisition price of $455,000 is consistent with market comparables, and the property’s new construction, location quality, and tenant appeal make it a well-positioned addition to the Series portfolio—balancing cash-flow durability with capital growth prospects.

Property Management Agreement

Wahed Financial has engaged the third-party property manager for the Waynick Drive property to manage the Golden Honey property on the same terms. See “–Series Waynick Drive–Property Management Agreement” for additional details.

Series Lure Lane

On January 2, 2026, Wahed Financial completed the acquisition of a residential property located at 112 Lure Lane, Wendell, NC (the “Lure Lane property”) for a purchase price of $505,000 plus closing costs. On January 30, 2026, the company established Series Lure Lane for the purposes of acquiring the Lure Lane property. Wahed Financial intends to transfer the property to Series Lure Lane once sufficient funds from the company’s Regulation A offering have been tendered to the company. The purchase price is expected to be $505,000 plus reimbursement of the Manager’s acquisition expenses, estimated at $10,921, and, to the extent incurred by the Manager prior to its sale of the property to the Series, any property improvement expenses, each as described under “Use of Proceeds.”

The Lure Lane property was rented effective January 6, 2025 for a monthly rent of $3,769. Under a Value Share Agreement that the seller of the Lure Lane property assigned to Wahed Financial, the tenant has been granted a one-time right to purchase the property at the expiration of the three year term for a purchase price equal to the greater of the current market value or the initial home value of $505,000, less an adjusted value share payment. The adjusted value share payment would be equal to the original option payment of $22,250 plus 50% of the appreciation in the value of the property or minus 5% of the depreciation in the value of the property. The lease agreement and value share agreement each have a term of three years and may be extended for up to two years, with an adjustment to the monthly rental payment.

Market Dynamics

112 Lure Lane is a single-family residential property located in Archer Lodge, within Johnston County, a high-growth submarket of the Raleigh–Durham metropolitan area. Positioned on a quiet, secluded street and built in 2021, the home benefits from modern construction, meaningful upgrades, and proximity to major transportation corridors, schools, and retail amenities, which we believe supports both rental demand and long-term housing appeal.

We believe residential market conditions in Johnston County continue to be supported by population growth and spillover demand from higher-cost Wake County communities and that areas such as Archer Lodge and Wendell are attractive to those seeking newer homes, larger lots, and suburban living while maintaining access to Raleigh, Research Triangle Park, and surrounding employment centers.

The property consists of a 3-bedroom, 2.5-bath home with a large bonus room, situated on over half an acre. Interior features include an open first-floor layout, oversized kitchen island, fireplace, crown molding, and generously sized bedrooms. The owner’s suite includes a private deck overlooking the backyard, enhancing tenant appeal. Exterior improvements include a fully fenced and landscaped yard, screened porch, extended patio, and multiple auxiliary structures, including a climate-controlled office barn and additional storage shed.

We believe rental fundamentals in the area are attractive, particularly for newer, well-appointed single-family homes offering outdoor space and modern conveniences. Energy-efficient features such as solar panels, smart thermostats, and EV charging further enhance operating efficiency and tenant desirability.

Overall, we believe 112 Lure Lane offers a balanced investment profile, combining income durability with long-term appreciation potential, supported by strong regional economic fundamentals and differentiated property characteristics.

Property Management Agreement

Wahed Financial has engaged the third-party property manager for the Waynick Drive property to manage the Lure Lane property on the same terms. See “–Series Waynick Drive–Property Management Agreement” for additional details.

Employees

Wahed Real Estate currently has 0 full-time employees and 0 part-time employees. Wahed Financial is managed by an individual manager, Ahmar Shaikh, who also serves as its Chief Executive Officer and Chief Financial Officer.

The Wahed Real Estate Platform

Wahed Inc., parent company of Wahed Financial, the Managing Member, owns and operates a real estate investment platform located at www.wahed.com/real-estate (the “Wahed Real Estate Platform”) that allows investors to hold interests in real estate opportunities that may have been historically difficult to access for some investors. Wahed, Inc. recently launched a mobile app-based real estate investment platform, and has transitioned its real estate investment platform to the App. The App is available to download through App stores and through the above Wahed real estate website. In the Wahed Real Estate Platform, investors can browse and screen the investments offered by each of our Series, now existing or to be formed by our company in the future, create a wallet account, and electronically sign legal documents to purchase Series interests.

Intellectual Property

Wahed Real Estate does not have any patents, trademarks or other intellectual property protections, and has not filed any applications. Wahed Inc., the parent company of Wahed Financial, has a trademark registered with the U.S. Patent and Trademark Office for the mark “Wahed” (Registration No. 5611100) and has applied for trademark registration in the U.S. for the quadrilateral symbol used in the company’s logo.

Regulation

Residential rental properties are subject to various covenants, local laws and regulatory requirements, including permitting and licensing requirements. Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community developers, may restrict our use of our residential properties and may require us to obtain approval from local officials or community standards organizations at any time with respect to our residential properties, including prior to acquiring any of our residential properties or when undertaking renovations. Among other things, these restrictions may relate to fire and safety, seismic, asbestos-cleanup or hazardous material abatement requirements. See the discussion in “Risk Factors” regarding some of these regulations and the risks they pose for our business.

Litigation

The company is not a party to any current litigation.

THE COMPANY’S PROPERTY

Wahed Real Estate currently does not own or lease any property other than any Underlying Assets included in each Series. Wahed Financial, the company’s Managing Member maintains an office in New York, NY that it leases and it, not our company, is responsible for bearing the costs of its offices.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of the financial statements and financial condition of Wahed Real Estate and results of its operations together with its consolidated and consolidating financial statements and related notes appearing at the end of this Offering Circular. Unless otherwise indicated, the latest results discussed below are as of June 30, 2025. The consolidated and consolidating financial statements included in this filing as of and for the six months ended June 30, 2025 are unaudited, and may not include year-end adjustments necessary to make those financial statements comparable to audited results, although, in the opinion of management, all adjustments and disclosures necessary for a fair presentation of the unaudited consolidated financial statements have been included. The results of operations for the six-months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the full year.

This discussion contains forward-looking statements reflecting the company’s current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this Offering Circular.

Please also see the unaudited proforma combined financial statements of Wahed Real Estate as of and for the six months ended June 30, 2025 and for year ended December 31, 2024. The unaudited pro forma combined financial information is provided for informational purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if purchase of the properties by Wahed Real Estate had been completed as of the dates set forth in the unaudited pro forma combined financial information, nor is it indicative of the future results or financial position of the combined company.

Overview

Wahed Real Estate was formed on May 14, 2024 (“Inception”) in the state of Delaware. The company was formed to enable public investment in residential rental properties, each of which will be held directly or indirectly by a separate Series of limited liability interests, or “Series,” of the company.

Wahed Financial entered into a purchase contract with an unaffiliated third party on June 30, 2024 for the purchase of a residential property located at 41210 Paign Dr., Sterling Heights, MI (the “Paign Drive property”) for a purchase price of $260,000 plus prorated property taxes and water bills from July 5, 2024 plus a $595 compliance/transaction fee. On August 26, 2024, the company established Series Paign Drive for the purposes of acquiring the Paign Drive property. Wahed Financial initially purchased the Paign Drive property in August 2024 and, in May 2025, transferred the property to Series Paign Drive in exchange for $141,600 in cash and an interest-free loan from Wahed Financial of $127,266, plus a loan facility fee determined on an arms-length basis, representing the $260,000 property purchase price plus $4,200 in acquisition expenses and $4,666 in property improvement expenses. Wahed Financial has engaged a third-party property manager for compensation equal to 10% of rental revenue. On April 9, 2025, the Paign Drive property was leased to a renter under a two-year lease for a monthly rent of $2,100.

In March 2025, Wahed Financial completed the acquisition of a residential property located at 6724 Lake Overlook Dr., Fort Worth, TX (the “Lake Overlook Drive property”) for a purchase price of $374,900 plus closing costs, including prorated property taxes. On May 23, 2025, the company established Series Lake Overlook Drive for the purposes of acquiring the Lake Overlook Drive property. In November 2025, Wahed Fanancial sold the property to Series Lake Overlook Drive in exchange for an interest-free loan from Wahed Financial of $379,700, with a loan facility fee determined on an arms-length basis, representing the $374,900 property purchase price plus $4,800 in acquisition expenses. Wahed Financial has engaged a third-party property manager for compensation equal to 7% of gross monthly rentals. The Manager rented the Lake Overlook Drive property on June 1, 2025 for one year, automatically renewing on a month-to-month basis unless terminated, for a monthly rent of $2,600.

On August 25, 2025, Wahed Financial completed the acquisition of a residential property located at 8820 Waynick Dr., Raleigh, NC (the “Waynick Drive property”) for a purchase price of $435,000 (reflecting sales credits) plus closing costs. On September 25, 2025, the company established Series Waynick Drive for the purposes of acquiring the Waynick Drive property. Wahed Financial intends to transfer the property to Series Waynick Drive once sufficient funds from the company’s Regulation A offering have been tendered to the company. The purchase price is expected to be $435,000 plus reimbursement of the Manager’s acquisition expenses, estimated at $10,324, and, to the extent incurred by the Manager prior to its sale of the property to the Series, any property improvement expenses.

On September 23, 2025, Wahed Financial completed the acquisition of a residential property located at 1740 Golden Honey Dr., Wake Forest, NC (the “Golden Honey property”) for a purchase price of $455,000 plus closing costs. On October 30, 2025, the company established Series Golden Honey for the purposes of acquiring the Golden Honey property. Wahed Financial intends to transfer the property to Series Golden Honey once sufficient funds from the company’s Regulation A offering have been tendered to the company. The purchase price is expected to be $455,000 plus reimbursement of the Manager’s acquisition expenses, estimated at $10,893, and, to the extent incurred by the Manager prior to its sale of the property to the Series, any property improvement expenses.

On January 2, 2026, Wahed Financial completed the acquisition of a residential property located at 112 Lure Lane, Wendell, NC (the “Lure Lane property”) for a purchase price of $505,000 plus closing costs. On January 30, 2026, the company established Series Lure Lane for the purposes of acquiring the Lure Lane property. Wahed Financial intends to transfer the property to Series Lure Lane once sufficient funds from the company’s Regulation A offering have been tendered to the company. The purchase price is expected to be $505,000 plus reimbursement of the Manager’s acquisition expenses, estimated at $10,921, and, to the extent incurred by the Manager prior to its sale of the property to the Series, any property improvement expenses.

Wahed Financial has engaged a third-party property manager for the Waynick Drive, Golden Honey and Lure Lane properties with compensation equal to 8% of gross rent. The Waynick Drive property was rented in August 2025 for a monthly rent of $3,425 for a term of three years. The Golden Honey property was rented in September 2025 for a monthly rent of $3,314 for a term of three years. The Lure Lane property was rented effective January 6, 2026 for a monthly rent of $3,769 for a term of three years.

Under Value Share Agreements that have been assigned to Wahed Financial, each tenant has been granted a one-time right to purchase the property at the expiration of the three year term for a purchase price equal to the greater of the current market value or the initial home value, less an adjusted value share payment. The adjusted value share payment for the Waynick Drive property would be equal to the original option payment of $21,700 plus 50% of the appreciation in the value of the property or minus 5% of the depreciation in the value of the property. The adjusted value share payment for the Golden Honey property would be equal to the original option payment of $22,750 plus 10% of the appreciation in the value of the property or minus 5% of the depreciation in the value of the property. The adjusted value share payment for the Golden Honey property would be equal to the original option payment of $25,250 plus 50% of the appreciation in the value of the property or minus 5% of the depreciation in the value of the property. The terms of the leases and the Value Share Agreements may be extended for up to two years, with an adjustment to the monthly rental payment.

Wahed Financial is the company’s Manager. As the company’s Manager, it will manage the company’s day-to-day operations. Wahed Financial is also the managing member of each Series.

Going Concern

The company’s consolidated and consolidating financial statements have been prepared on a going concern basis, , which contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The company is a business that has recently commenced its principal operations, plans to incur significant costs in pursuit of its capital financing plans, and is dependent upon its Manager and its affiliates for continued funding of its cash flow needs. The company has an accumulated deficit of $32,180, has generated a loss of $11,899 for the six months ended June 30, 2025, and has limited liquid assets to satisfy its obligations as they come due with cash of $5,917 against current liabilities of $404,887 as of June 30, 2025. These factors, among others, raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period.

The company’s ability to continue as a going concern in the next twelve months is dependent upon its ability to obtain capital financing from investors sufficient to meet current and future obligations. No assurance can be given that the company will be successful in these efforts.

Results of Operations for the six months ended June 30, 2025

The company was formed on May 14, 2024 and has only recently commenced operations with the acquisition of the Paign Drive property in May 2025. Revenues in the six months ended June 30, 2025 represent rental revenue generated by the Paign Drive property. Operating expenses for the six months ended June 30, 2025, consisted primarily of professional fees of $6,850 related mostly to audit services and expenses associated with the Paign Drive property. In addition, the Manager is paid an asset management fee on a quarterly basis beginning on the first quarter end date following the initial closing date of the issuance of interests in a Series, payable quarterly in arrears, equal to 0.25% (1% annualized) of the asset value, as determined by the Manager as of the last day of the immediately preceding quarter. Series Paign Drive incurred asset management fee amounting to $241 during the six months ended June 30, 2025. Commission fees incurred in the six months ended June 30, 2025 represent a payment to the property manager for the initial lease of the Paign Drive property and are not expected to recur until a new tenant rents the property. Similarly, repair and maintenance expenses were somewhat elevated due to the age of the property and the repairs needed to prepare the property for rental.  

As of June 30, 2025, the company had also recorded $149,693 of offering expenses as deferred offering costs on its consolidated and consolidating balance sheet, $12,544 of which have been allocated to Series Paign Drive and $5,000 of which have been allocated to Series Lake Overlook Drive. These deferred offering costs will be charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. These expenses have been funded by affiliates of the company as described below.

Loan facility fees are those incurred in connection with loans from or to the Manager or its affiliates. Currently, the rate of these fees, both those being paid by the company or a Series as well as those being paid to the company or a Series, are equal to an annual rate of 5% of the amount of the loan facility, charged on a monthly basis.

Results of Operations for the Period from May 14, 2024 (Inception) to December 31, 2024

Operating expenses consisted primarily of professional fees of $16,500 related to audit services. As of December 31, 2024, the company had also incurred an aggregate of $114,693 of offering expenses, which are recorded as deferred offering costs on its consolidated and consolidating balance sheet, $12,544 of which were allocated to Series Paign Drive.

Liquidity and Capital Resources

Due to its recent formation and limited operations to date, the company’s assets and liabilities relate principally to the properties it has acquired, its deferred offering costs incurred to date and borrowings from related parties. The company is dependent on its Manager and its affiliates for continued funding of its cash flow needs as discussed under ” – Going Concern” above.

The company had a total of $368,860 due to the Manager or its affiliates as of June 30, 2025. This amount is net of $29,964 representing offering and other expenses that were inadvertently paid by Paign Drive rather than by the company. As of June 30, 2025, $257,582 of this amount is recorded for Series Paign Drive (including funding of a portion of the purchase price of the Paign Drive property) and $5,050 is recorded for Series Lake Overlook Drive. Once the company has raised sufficient funds through the offering of Series Interests to acquire residential properties, it expects that its capital resources would be derived from operating cash flow. In addition, $34,191 (also net of $29,964 intercompany amount) was recorded as due from related parties representing the inadvertent payment by Series Paign Drive of a portion of offering expenses that had not yet been allocated to the company or any Series.

In December 2024, the company commenced offering Series Interests pursuant to Regulation A of the Securities Act of 1933, as amended (the “Securities Act”), and has raised the following funds through the issuance of Series Interests in the below Series Interests.

After Series Paign Drive had issued 1,416 Series Interest in its Regulation A offering, it purchased the Paign Drive property in May 2025 from the Manager in exchange for $141,600 in cash and an interest-free loan from Wahed Financial of $127,266, plus facility fees as discussed above. Following receipt of the proceeds from the issuance of the remaining 1,720 Series Interests in December 2025, the Series repaid this loan as well as related party loan that had funded the Series allocated portion of offering expenses, and paid Wahed Financial a sourcing fee of $14,300.

In December 2025, Series Lake Overlook Drive issued 4,100 Series Interest in its Regulation A offering, With those proceeds, it repaid the $379,700 interest-free loan from Wahed Financial that financed the purchase of the property plus acquisition expenses, repaid related party loans that had funded the Series allocated portion of offering expenses, and paid Wahed Financial a sourcing fee of $12,500.

All current and future Series will be dependent on the net proceeds from their respective offering for funding to acquire their respective properties.

Other than loans or advances of funds from related parties, the company may, though it does not expect to, secure interest-free financing incurred by a Series, particularly if required to raise sufficient capital to purchase the underlying assets.

Plan of Operations

The company intends to focus on acquiring properties located in the United States, that are expected to include:

As part of our plan of operations, we intend to execute the following milestones over the course of the next 12  months:

Trend Information

The company has recently commenced its principal operations with the acquisition of the Paign Drive property in May 2025 and has generated limited revenue to date. The company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions.

Recent proposals to change the international trade framework have resulted in substantial regulatory uncertainty regarding international trade and trade policy, both in the United States and abroad. The U.S. government has also instituted other initiatives that may affect our business, including a stricter immigration and deportation policy. To the extent such actions result in increased prices for goods or labor shortages and higher prices for services, our costs may be materially adversely impacted. The impact of these and any future actions on the broader US and global economy in the future is uncertain. Rising inflation, slower economic growth and increases in unemployment that may result from global trade disruptions or for other reasons could further deflate consumer demand, which may impact the housing market more broadly, reducing demand for residential housing and reducing rental rates.

A host of other factors beyond the company’s control could also adversely affect our business, including but not limited to: recession, downturn or otherwise; inflation; government policies surrounding tenant rights; local ordinances where properties reside; changes in the real estate market; and interest-rate fluctuations. Adverse developments in these general business and economic conditions could have a material adverse effect on our financial condition and the results of its operations.

The company expects to incur significant additional expenses as it grows its business. The company will need significant additional capital resources to acquire properties and operate its business thereafter, which is subject to significant risks and uncertainties.

MANAGERS AND EXECUTIVE OFFICERS

In accordance with the Operating Agreement, Wahed Financial is the initial Managing Member of each Series. Wahed Financial is also the Managing Member of Wahed Real Estate. Wahed Real Estate does not have any officers or directors. Wahed Financial is managed by 2 individual managers and has one officer that serves as Chief Executive Officer and Chief Financial Officer as detailed below.

Ahmar Shaikh

Ahmar is the Head of North America at Wahed Invest LLC, a position he has held since December 2023. At Wahed Invest LLC, Ahmar oversees all activities pertaining to the region, which includes operations, sales, marketing, strategy, and product. Ahmar is a seasoned executive with approximately 7 years of experience and a strong record of managing and growing business through innovation. Prior to joining Wahed Invest LLC and since 2021, Ahmar was a Vice President of strategy, transformation, and growth at Aviso Wealth, Canada’s largest independent wealth management firm. Prior to this time and since 2017, Ahmar worked with multiple financial services organizations globally as a management consultant at Deloitte Canada.

The Managing Member and the Operating Agreement

The Managing Member will be responsible for directing the management of our business and affairs, managing our day-to-day affairs, and implementing our investment strategy. The Managing Member and its members and officers will not be required to devote all of their time to our business and are only required to devote such time to our affairs as their duties require.

The Managing Member will perform its duties and responsibilities pursuant to the Operating Agreement. The Managing Member will maintain a contractual, as opposed to a fiduciary relationship, with us and our investors. Furthermore, we have agreed to limit the liability of the Managing Member and to indemnify the Managing Member against certain liabilities.

The Operating Agreement further provides that our Managing Member, in exercising its rights in its capacity as Managing Member, will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting our company, any Series or any of the Interest holders and will not be subject to any different standards imposed by the Operating Agreement, the LLC Act or under any other law, rule or regulation or in equity.  In addition, the Operating Agreement provides that our Managing Member will not have any duty (including any fiduciary duty) to our company, any Series or any of the Interest holders.

Our Managing Member has not-sponsored any prior real estate investment programs. Accordingly, this Offering Circular does not contain any information concerning prior performance of our Managing Member and its affiliates, which means that you will be unable to assess any results from their prior activities before deciding whether to purchase interests in our Series.

Responsibilities of the Manager 

The responsibilities of the Managing Member include:

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The company did not compensate any director or executive officer of Wahed Financial for its services to Wahed Real Estate. Pursuant to the Operating Agreement, the Managing Member, or affiliated entities, will receive fees and expense reimbursements for services relating to our Series offerings and the investment and management of our Series and their Underlying Assets. These fees and expense reimbursement are discussed under “The Company’s Business – Our Managing Member and Fees and Expenses payable by each Series.”

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table displays the securities of our company beneficially owned by Wahed Financial. No securities of our company or any Series are owned by any manager or officer of Wahed Financial and no other holder beneficially owns more than 10% of any class of the company’s securities or Series interests. 

As of the date of this Offering Circular, there were 3,136 Series Interests of Series Paign Drive outstanding and 4,100 Series Interests of Series Lake Overlook Drive outstanding. Prior to the initial offering of any Series, Wahed Financial is the Initial Member and sole Managing Member of such Series. Mr. Shaikh is the Manager of Wahed Financial.

Wahed Inc. is currently the sole member and 100% owner of Wahed Financial. Approximately 23% of the capital stock of Wahed Inc. is owned by Junaid Wahedna, who is also the Chairman of its board of directors. No other person beneficially owns more than 10% of Wahed Inc.

Following its regulatory examination of Wahed Invest, a wholly owned subsidiary of Wahed Inc. and a registered investment advisor, beginning in June 2019, the SEC staff requested additional information from Wahed Invest, investigating certain marketing communications and purported operational deficiencies between September 2018 and July 2019.  Wahed Invest fully cooperated with the SEC’s investigation and elected to make an offer of settlement to the SEC, and based on information that Wahed Invest provided, the SEC issued an Order Instituting Administrative Cease-and-Desist Proceedings against Wahed Invest on February 10, 2022 (the “2022 SEC Order”). The SEC alleged (1) that Wahed Invest made certain misleading statements with respect to marketing of its new equity products in 2018, (2) that from September 2018 through July 2019, Wahed Invest represented that it periodically rebalanced its robo-advisory client accounts when it did so only twice, (3) that Wahed Invest failed to give prior disclosure to its clients of its preference for and affiliation with the Wahed FTSE USA Shariah ETF or of any potential conflicts of interest related to the Wahed FTSE USA Shariah ETF and (4) that Wahed Invest did not have sufficient written policies to ensure the Shariah-compliance of its report on the purification of impermissible income.  The SEC alleged that Wahed Invest violated Sections 206(2) and 206(4) of the Investment Advisers Act of 1940, and Rules 206(4)-1 and 206(4)-7 promulgated thereunder. The SEC, among other things, censured Wahed Invest and ordered Wahed Invest to cease-and-desist from any future violations of Sections 206(2) and 206(4) of the Investment Advisers Act of 1940  (“Advisers Act”), and Rules 206(4)-1 and 206(4)-7 promulgated thereunder, and pay a $300,000 civil penalty. Wahed Invest consented to the Order without admitting or denying the SEC’s findings (except as to jurisdiction and the subject matter of the action, which was admitted).  Prior to the entry of the 2022 SEC Order, Wahed Invest implemented additional remedial measures beyond previously planned operational changes made in  2019.

Also, the SEC issued an Order Instituting Administrative and Cease-and-Desist Proceedings against Wahed Invest on November 1, 2024 (the “2024 SEC Order”).  The SEC alleged that from November 4, 2022 through May 2024, Wahed Invest disseminated certain advertisements on its public website and via social media and email containing endorsements from several professional athletes that failed to provide the disclosures required under Section 206(4) of the Advisers Act, and Rule 206(4)-1 thereunder (the “Marketing Rule”).  The 2024 SEC Order further alleges that Wahed Invest disseminated advertisements on its public website that presented hypothetical, backtested performance without adopting and implementing required policies and procedures designed to ensure the hypothetical performance was relevant to the likely financial situation and investment objectives of the intended audience, also in violation of the Marketing Rule.  By virtue of these actions, the SEC alleged that Wahed Invest violated Section 206(4) of the Advisers Act, and Rule 206(4)-1 thereunder. The SEC censured Wahed Invest and ordered it to cease-and-desist from any future violations of Sections 206(4) of the Advisers Act and Rule 206(4)-1 thereunder; ordered Wahed Invest to pay a civil monetary penalty of $250,000; and ordered Wahed Invest to complete certain undertakings.  Wahed Invest consented to the 2024 SEC Order without admitting or denying the SEC’s findings (except as to jurisdiction and the subject matter of the action, which was admitted).

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Existing Transactions

Real Estate Agreements

Wahed Financial initially purchased the Paign Drive property in August 2024 and, in May 2025, sold the property to Series Paign Drive in exchange for $141,600 in cash and an interest-free loan from Wahed Financial of $127,266, with a loan facility fee determined on an arms-length basis (as discussed below), representing the $260,000 property purchase price plus $4,200 in acquisition expenses and $4,666 in property improvement expenses. Upon receipt of the remaining proceeds from the Offering of Series Paign Drive Interests

On March 12, 2025, the Managing Member entered into a property management agreement for the Paign Drive property for a monthly fee of 10% of gross monthly rentals, which was transferred to the company in connection with the sale of the Paign Drive property to Series Paign Drive. On April 9, 2025, the Paign Drive property was leased to a renter under a two-year lease for a monthly rent of $2,100, and the lease was assigned to Series Paign Drive upon transfer of the property to the Series.

Wahed Financial entered into a purchase contract with an unaffiliated third party on February 18, 2025 for the purchase of the Lake Overlook Drive property for a purchase price of $374,900 plus closing costs, including prorated property taxes. The property was purchased by Wahed Financial in March 2025. On May 23, 2025, the company established Series Lake Overlook Drive for the purposes of acquiring the Lake Overlook Drive property. In November 2025, Wahed Financial sold the property to Series Lake Overlook Drive in exchange for an interest-free loan from Wahed Financial of $379,700, with a loan facility fee determined on an arms-length basis (as discussed below), representing the $374,900 property purchase price plus $4,800 in acquisition expenses.

Wahed Financial has entered into a management agreement with a local unaffiliated property manager to provide for the day to day management of the Lake Overlook Drive property for a monthly fee of 7% of gross monthly rentals, a lease commission equal to one month of gross rent (as exclusive leasing agent) and an initial $500 property onboarding fee. The Manager rented the Lake Overlook Drive property on June 1, 2025 for one year, automatically renewing on a month-to-month basis unless terminated, for a monthly rent of $2,600. Each of these agreements will be assigned to the Series.

On August 25, 2025, Wahed Financial completed the acquisition of the Waynick Drive property for a purchase price of $435,000 (reflecting sales credits) plus closing costs. On September 25, 2025, the company established Series Waynick Drive for the purposes of acquiring the Waynick Drive property. Wahed Financial intends to transfer the property to Series Waynick Drive once sufficient funds from the company’s Regulation A offering have been tendered to the company. The purchase price is expected to be $435,000 plus reimbursement of the Manager’s acquisition expenses, estimated at $10,324, and, to the extent incurred by the Manager prior to its sale of the property to the Series, any property improvement expenses.

Wahed Financial has engaged a third-party property manager to provide for the day to day management of the Waynick Drive property for compensation equal to 8% of gross rent payable quarterly in advance. The Waynick Drive property was rented in August 2025 for a monthly rent of $3,425 for a term of three years. Under a Value Share Agreement that the seller of the Waynick Drive property assigned to Wahed Financial, the tenant has been granted a one-time right to purchase the property at the expiration of the three year term for a purchase price equal to the greater of the current market value or the initial home value of $435,000, less an adjusted value share payment. The adjusted value share payment would be equal to the original option payment of $21,700 plus 50% of the appreciation in the value of the property or minus 5% of the depreciation in the value of the property. The terms of the lease and the Value Share Agreement may be extended for up to two years, with an adjustment to the monthly rental payment. Wahed Financial and expects to assign the property management agreement and the Value Share Agreement to the company following the transfer of the property.

On September 23, 2025, Wahed Financial completed the acquisition of the Golden Honey property for a purchase price of $455,000 plus closing costs. On October 30, 2025, the company established Series Golden Honey for the purposes of acquiring the Golden Honey property. Wahed Financial intends to transfer the property to Series Golden Honey once sufficient funds from the company’s Regulation A offering have been tendered to the company. The purchase price is expected to be $455,000 plus reimbursement of the Manager’s acquisition expenses, estimated at $10,893, and, to the extent incurred by the Manager prior to its sale of the property to the Series, any property improvement expenses.

On January 2, 2026, Wahed Financial completed the acquisition of the Lure Lane property for a purchase price of $505,000 plus closing costs. On January 30, 2026, the company established Series Lure Lane for the purposes of acquiring the Lure Lane property. Wahed Financial intends to transfer the property to Series Lure Lane once sufficient funds from the company’s Regulation A offering have been tendered to the company. The purchase price is expected to be $505,000 plus reimbursement of the Manager’s acquisition expenses, estimated at $10,921, and, to the extent incurred by the Manager prior to its sale of the property to the Series, any property improvement expenses.

Wahed Financial has engaged a third-party property manager to provide for the day to day management of the Waynick Drive, Golden Honey and Lure Lane properties for compensation equal to 8% of gross rent payable quarterly in advance. The Waynick Drive property was rented in August 2025 for a monthly rent of $3,425 for a term of three years. The Golden Honey property was rented in September 2025 for a monthly rent of $3,314 for a term of three years. The Lure Lane property was rented effective January 6, 2026 for a monthly rent of $3,769 for a term of three years.

Under Value Share Agreements that have been assigned to Wahed Financial, each tenant has been granted a one-time right to purchase the property at the expiration of the three year term for a purchase price equal to the greater of the current market value or the initial home value, less an adjusted value share payment. The adjusted value share payment for the Waynick Drive property would be equal to the original option payment of $21,700 plus 50% of the appreciation in the value of the property or minus 5% of the depreciation in the value of the property. The adjusted value share payment for the Golden Honey property would be equal to the original option payment of $22,750 plus 10% of the appreciation in the value of the property or minus 5% of the depreciation in the value of the property. The adjusted value share payment for the Golden Honey property would be equal to the original option payment of $25,250 plus 50% of the appreciation in the value of the property or minus 5% of the depreciation in the value of the property. The terms of the leases and the Value Share Agreements may be extended for up to two years, with an adjustment to the monthly rental payment.

See “The Company’s Business – Property Overview” and “Use of Proceeds” for further information.

Related Party Loans and Advances

The company had a total of $368,860 due to the Manager or its affiliates as of June 30, 2025. This amount is net of $29,964 representing offering and other expenses that were inadvertently paid by Paign Drive rather than by the company. As of June 30, 2025, $257,582 of this amount is recorded for Series Paign Drive (including funding of a portion of the purchase price of the Paign Drive property as discussed above) and $5,050 is recorded for Series Lake Overlook Drive. Subsequent to June 30, 2025, Wahed Financial provided loan to Series Lake Overlook Drive in the amount of 379,700 to acquire the Lake Overlook property (including acquisition expenses). Once the company has raised sufficient funds through the offering of Series Interests to fund the purchases of the residential properties and related expenses, it expects that its capital resources would be derived from operating cash flow. In addition, $34,191 (also net of $29,964 intercompany amount) was recorded as due from related parties representing the inadvertent payment by Series Paign Drive of a portion of offering expenses that had not yet been allocated to the company or any Series.

In addition, loan facility fees are changes to the borrower for these related party loans. Currently, the rate of these fees, both those being paid by the company or a Series as well as those being paid to the company or a Series, are equal to an annual rate of 5% of the amount of the loan facility, charged on a monthly basis.

See Note 6 to our unaudited consolidated and consolidating financial statements as of and for the six months ended June 30, 2025, for a further discussion of these loans and facility fees.

Conflicts of Interest

The company is subject to various conflicts of interest arising out of its relationship with the Managing Member and its affiliates. These conflicts are discussed below.

General

The member and the officer of Wahed Financial, who will make all decisions on behalf of our company, is also a key professional of Wahed Inc and/or its other subsidiaries and has legal obligations with respect to those entities that may be similar to his obligations to the company. In addition, in the future, any officers or members of Wahed Financial and its affiliates may organize other real estate-related entities.

Allocation of Acquisition Opportunities

From time to time, Wahed Financial may create new entities that will acquire real estate assets and make offers of securities to accredited investors, foreign investors and under Regulation D or Regulation A or otherwise. Wahed Financial will, in its sole discretion determine which entity will be responsible for acquiring a specific asset.

Allocation of the Company’s Affiliates’ Time

The company relies on Wahed Financial’s professionals and other personnel of it or its affiliates for the day-to-day operation of our business. These persons’ interests in Wahed Financial and other affiliated entities, obligations to other investors and the fact that they engage in and will continue to engage in other business activities on behalf of the Wahed group of companies, mean that they will face conflicts of interest in allocating time among the company, Wahed Financial, other affiliated entities and other business activities in which they are is involved. The company believes that Wahed Financial and its affiliates have sufficient personnel and resources to fully discharge their responsibilities to our company and Series.

SECURITIES BEING OFFERED

The following descriptions of the company’s Series Interests, certain provisions of Delaware law, the Series Designation for each Series and the Operating Agreement are summaries and are qualified by reference to the Series Designation of the relevant Series and the Operating Agreement, each of which is filed as an Exhibit to the Offering Statement of which this Offering Circular is a part, as well as Delaware law.

Description of the Series Interests

Our company is a series limited liability company formed pursuant to Section 18-215 of the LLC Act. The purchase of membership interests in a Series of our company is an investment only in that particular Series and not an investment in our company as a whole. In accordance with the LLC Act, each Series is, and any other Series if issuing interests in the future will be, a separate Series of our company and not in a separate legal entity. Our company has not issued, and does not intend to issue, any class of any Series Interests entitled to any preemptive, preferential or other rights that are not otherwise available to the holders purchasing interests in connection with any offering.

Subject to the provisions of the Operating Agreement, the Managing Member can cause our company to establish one or more Series of our company through the creation of a written Series Designation for each new Series. A Series Designation relates solely to the Series established thereby and shall not be construed: (i) to affect the terms and conditions of any other Series, or (ii) to designate, fix or determine the rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of interests associated with any other Series, or the members associated therewith. The terms and conditions for each Series are as set forth in the Operating Agreement and in the Series Designation, as applicable. Upon approval of any Series Designation by the Managing Member, the Series Designation is attached to the Operating Agreement as an exhibit. The Series Designation establishing a Series may: (i) specify a name or names under which the business and affairs of such Series may be conducted; (ii) designate, fix and determine the relative rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of Series Interests and the members associated therewith (to the extent such terms differ from those set forth in the Operating Agreement); and (iii) designate or authorize the designation of specific officers to be associated with such Series.

As of the date hereof, our company has established the following Series and the number of Series Interest authorized and outstanding for each are as follows:

Title to the properties will be held by the applicable Series of our company or through a Delaware limited liability company which will be a wholly-owned subsidiary of the applicable Series. We intend that each series will own a single property, which may be a multi-family property. We do not anticipate that any of the Series will acquire any properties other than their respective property. New Series will be formed and will issue their own Series Interests for future properties. An investor who invests in an offering of a Series will not have any indirect interest in any property of any other Series unless the investor also participates in a separate Series offering associated with that other property.

Section 18-215(b) of the LLC Act provides that, if certain conditions are met (including that certain provisions are in the formation and governing documents of the series limited liability company, and upon the closing of an offering for a series, the records maintained for any such series account for the assets associated with such series separately from the assets of the limited liability company, or any other series), then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable only against the assets of such series and not against the assets of the limited liability company generally or any other series. Accordingly, our company expects the Managing Member to maintain separate, distinct records, and bank accounts, for each Series and its associated assets and liabilities. As such, the assets of a Series include only the property associated with that Series and other related assets (e.g., cash reserves). As noted in the “Risk Factors” section, the limitations on inter-series liability provided by Section 18-215(b) have never been tested in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one Series should be applied to meet the liabilities of the other Series or the liabilities of our company generally where the assets of such other Series or of our company generally are insufficient to meet our company’s liabilities.

Section 18-215I of the LLC Act provides that a series established in accordance with Section 18-215(b) may carry on any lawful business, purpose or activity, other than the business of banking, and has the power and capacity to, in its own name, contract, hold title to assets (including real, personal and intangible property), grant liens and security interests, and sue and be sued. Our company intends for each Series to conduct its business and enter into contracts in its own name to the extent such activities are undertaken with respect to a particular Series and title to the relevant property will be held by, or for the benefit of, the relevant Series.

Upon payment in full of the consideration payable with respect to the Series interests, as determined by the Managing Member, the holders of such Series Interests will not be liable to our company to make any additional capital contributions with respect to such Series Interests (except for the return of distributions under certain circumstances as required by Sections 18-215, 18-607 and 18-804 of the LLC Act). Holders of Series Interests have no conversion, exchange, sinking fund, redemption or appraisal rights, no pre-emptive rights to subscribe for any interests and no preferential rights to distributions.

The Series described in this Offering Circular will use the proceeds of the respective offerings to repay any promissory notes issued to the Managing Member or loans taken out or payments made by the Managing Member to acquire their respective properties pursuant to the respective purchase and sale agreements, as well as pay certain fees and expenses related to the property acquisitions and each offering (please see the “Use of Proceeds” sections for each Series offering for further details). An investor in an offering will acquire an ownership interest in the Series interests related to that offering and not, for the avoidance of doubt, in (i) our company, (ii) any other Series, (iii) the Managing Member or any of its affiliates, (iv) the Wahed Real Estate platform or (v) the property associated with the Series or any property owned by any other Series.

Further Issuance of Interests

The Operating Agreement provides that our company may issue Interests of each Series to no more than 2,000 “qualified purchasers” (no more than 500 of which may be an “accredited investors”). The Managing Member, in its sole discretion, has the option to issue additional interests (in addition to those issued in connection with any offering) on the same terms as the interests of applicable Series being offered hereunder as may be required from time to time in order to pay any Operating Expenses related to the applicable property.

Distributions

The Managing Member has sole discretion in determining what distributions of Free Cash Flow, if any, are made to interest holders except as otherwise limited by law or the Operating Agreement.

“Free Cash Flow” means any available cash for distribution generated from the net income received by a Series, as determined by the Managing Member to be in the nature of income as defined by U.S. GAAP, plus (i) any change in the net working capital (as shown on the balance sheet of such Series) (ii) any amortization to the relevant Series Property (as shown on the income statement of such Series) and (iii) any depreciation to the relevant Series Property (as shown on the income statement of such Series) and (iv) any other non-cash Operating Expenses less (a) any capital expenditure related to the Series Property (as shown on the cash flow statement of such Series) (b) any other liabilities or obligations of the Series, in each case to the extent not already paid or provided for and (c) upon the termination and winding up of a Series or the company, all costs and expenses incidental to such termination and winding up.

The net income of any Series will be net of fees payable to the Managing Member and any property manager, as well as the costs and expenses incurred by or allocatable to such Series. Please see “The Company’s Business – Our Managing Member and Fees and Expenses payable by each Series” for a discussion of these fees and expenses.

Our company expects the Managing Member to make distributions of any Free Cash Flow on a quarterly basis. However, the Managing Member may change the timing of distributions or determine that no distributions shall be made, in its sole discretion. For example, the Managing Member may determine to hold distributions until the effective distribution amount, per investor, equals or exceeds a certain amount per Interest. In this case, the Managing Member would accrue these distributions to be distributed once the minimum distribution amount has been reached or exceeded. Investors will be required to update their personal information on a regular basis to make sure they receive all allocated distributions.

If Operating Expenses exceed the amount of revenues generated from a Series property and cannot be covered by any reserves on the balance sheet of such Series property, the Managing Member may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the applicable series, on an interest-free basis in accordance with Islamic principles, and be entitled to reimbursement of such amount from future revenues generated by such series property and/or (c) cause additional Series Interests to be issued to the Managing Member in order to cover such additional amounts.

Any Free Cash Flow generated by a Series shall be applied within the Series in the following order of priority:

No series will distribute a property in kind to its interest holders.

The LLC Act (Section 18-607) provides that a member who receives a distribution with respect to a series and knew at the time of the distribution that the distribution was in violation of the LLC Act shall be liable to the series for the amount of the distribution for three years. Under the LLC Act, a series limited liability company may not make a distribution with respect to a series to a member if, after the distribution, all liabilities of such series, other than liabilities to members on account of their limited liability company interests with respect to such series and liabilities for which the recourse of creditors is limited to specific property of such series, would exceed the fair value of the assets of such series. For the purpose of determining the fair value of the assets of the series, the LLC Act provides that the fair value of property of the series subject to liability for which recourse of creditors is limited shall be included in the assets of such series only to the extent that the fair value of that property exceeds the nonrecourse liability. Under the LLC Act, an assignee who becomes a substituted member of a company is liable for the obligations of his assignor to make contributions to the company, except the assignee is not obligated for liabilities unknown to it at the time the assignee became a member and that could not be ascertained from the Operating Agreement.

Redemption Provisions

The Series Interests are not redeemable. 

Voting Rights

The Managing Member is not required to hold an annual meeting of Interest holders. The Operating Agreement provides that meetings of Interest holders may be called by the Managing Member and a designee of the Managing Member shall act as chairman at such meetings. The investor does not have any voting rights as a Series Interest holder in our company or a Series except with respect to:

When entitled to vote on a matter, each Series Interest holder will be entitled to one vote per interest held by it on all matters submitted to a vote of the Interest holders of an applicable Series or of the Interest holders of all Series of our company, as applicable. The removal of the Managing Member as Managing Member of our company and all series must be approved by a Super Majority Vote, that is, an affirmative vote of holders of interests of all series representing at least two thirds of the total votes that may be cast by all outstanding Interests, voting together as a single class. All other matters to be voted on by the Interest holders must be approved by a majority of the votes cast by Interest holders in any Series of our company present in person or represented by proxy.

The consent of the holders of a majority of the interests of a series is required for any amendment to the Operating agreement that would materially adversely change the rights of the Interest holders in such Series, any mergers, consolidations or conversions of such Series or the company and for any other matter as the Managing Member, in its sole discretion, determines will require the approval of the holders of the Interests of a Series voting as a separate class.

The Managing Member or its affiliates (if they hold Series Interests) may not vote as a Series Interest holder in respect of any matter put to a vote of the Series Interest holders. However, the submission of any action of our company or a Series for a vote of the Interest holders shall first be approved by the Managing Member and no amendment to the Operating Agreement may be made without the prior approval of the Managing Member that would decrease the rights of the Managing Member or increase the obligations of the Managing Member thereunder.

The Managing Member has broad authority to take action with respect to our company and any Series, as discussed under “Managers and Executive Officers.” Except as set forth above, the Managing Member may amend the Operating Agreement without the approval of the Interest holders. Furthermore, the Managing Member retains sole discretion to create and set the terms of any new Series and will have the sole power to acquire, manage and dispose of property of each Series.

Liquidation Rights

The Operating Agreement provides that our company shall remain in existence until the earlier of the following: (i) the election of the Managing Member to dissolve it; (ii) the sale, exchange or other disposition of substantially all of the assets of our company; (iii) the entry of a decree of judicial dissolution of our company; (iv) at any time that our company no longer has any members, unless the business is continued in accordance with the LLC Act; and (v) a vote by a majority of all Interest holders of our company following the for-cause removal of the Managing Member. Under no circumstances may our company be wound up in accordance with Section 18-801(a)(3) of the LLC Act (i.e., the vote of members who hold more than two-thirds of the interests in the profits of our company).

A Series shall remain in existence until the earlier of the following: (i) the dissolution of our company, (ii) the election of the Managing Member to dissolve such series; (iii) the sale, exchange or other disposition of substantially all of the assets of the Series; or (iv) at any time that the Series no longer has any members, unless the business is continued in accordance with the LLC Act. Under no circumstances may a Series be wound up in accordance with Section 18-801(a)(3) of the LLC Act (i.e., the vote of members holding more than two-thirds of the interests in the profits of the Series).

Upon the occurrence of any such event, the Managing Member (or a liquidator selected by the Managing Member) is charged with winding up the affairs of the Series or our company as a whole, as applicable, and liquidating its assets. Upon the liquidation of a Series or our company as a whole, as applicable, the property will be liquidated and any after-tax proceeds distributed: (i) first, to any third party creditors, (ii) second, to any creditors that are the Managing Member or its affiliates (e.g., reimbursement of any outstanding Operating Expenses paid by the Managing Member), and thereafter, (iii) to the Interest holders of the relevant Series, allocated pro rata based on the number of Interests held by each Interest holder (which may include the Managing Member, any of its affiliates and sellers of the properties and which distribution within a Series will be made consistent with any preferences which exist within such Series).

Restrictions on Ownership and Transfer

The Interests of each Series are subject to restrictions on transferability. An Interest holder may not transfer, assign or pledge its Interests without the consent of the Managing Member. The Managing Member may withhold consent in its sole discretion, including when the Managing Member determines that such transfer, assignment or pledge would result in (a) there being more than 2,000 beneficial owners of the Series or more than 500 beneficial owners of the Series that are not “accredited investors,” (b) the assets of the Series being deemed “plan assets” for purposes of ERISA, (c) such Interest holder holding in excess of 9.8% of the Series, (d) a change of US federal income tax treatment of our company or the Series, I(e) our company, the Series or the Managing Member being subject to additional regulatory requirements. The transferring Interest holder is responsible for all costs and expenses arising in connection with any proposed transfer (regardless of whether such transfer is completed) including any legal fees incurred by our company or any broker or dealer, any costs or expenses in connection with any opinion of counsel and any transfer taxes and filing fees. The Managing Member or its affiliates may, but is not required to, acquire Interests in any Series for their own accounts and may, from time to time and only in accordance with applicable securities laws (which may include filing an amendment to this Offering Circular), transfer these interests, either directly or through brokers.

Additionally, unless and until the Interests of our company are listed or quoted for trading, there are restrictions on the holder’s ability to pledge or transfer the interests. There can be no assurance that we will, or will be able to, register the Interests for resale and there can be no guarantee that a liquid market for the Interests will develop. Therefore, investors may be required to hold their interests indefinitely. Please refer to the Operating Agreement and the Subscription Agreement for additional information regarding these restrictions. To the extent certificated, the Interests issued in each offering will bear a legend setting forth these restrictions on transfer and any legends required by state securities laws.

Agreement to be Bound by the Operating Agreement; Power of Attorney

By purchasing Series Interests, the investor will be admitted as a member of our company and will be bound by the provisions of, and deemed to be a party to, the Operating Agreement. Pursuant to the Operating Agreement, each investor grants to the Managing Member a power of attorney to, among other things, execute and file documents required for our company’s qualification, continuance or dissolution. The power of attorney also grants the Managing Member the authority to make certain amendments to, and to execute and deliver such other documents as may be necessary or appropriate to carry out the provisions or purposes of, the Operating Agreement.

Appointment of Officers

The Operating Agreement provides that, except as may otherwise be provided by the Operating Agreement, the property, affairs and business of each series will be managed under the direction of the Managing Member. The Managing Member has the power to appoint the officers of the company or a Series and such officers have the authority to exercise the powers and perform the duties specified in the Operating Agreement or as may be specified by the Managing Member.

Indemnification

Our Operating Agreement limits the liability of and provides for indemnification of (a) any officer of the company or associated with a Series, (b) any Managing Member or liquidator, together with its Affiliates, officers, directors, members, shareholders, employees, managers, partners, controlling persons, agents or independent contractors, (c) any person who is or was serving at the request of the company as an officer, director, member, manager, partner, fiduciary or trustee of another entity, with certain limitations, and (d) any person the Managing Member designates as an Indemnified Person for purposes of the Operating Agreement. Under the Operating Agreement, these Indemnified Persons will not be liable to the company or any Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the company or any Series, the Operating Agreement or any investment made or held by the company or any Series, including with respect to any acts or omissions made while serving at the request of the company or on behalf of any Series as an officer, director, member, partner, fiduciary or trustee of another entity, other than such acts or omissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons will also be indemnified by the company and, if applicable, one or more Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the company and/or such Series or the Operating Agreement, or any investment made or held by the company, such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Indemnified Person may hereafter be made party by reason of being or having been a Managing Member of the company or such Series under Delaware law, an officer of the company or associated with such Series, a member of any Advisory Board or an officer, director, member, partner, fiduciary or trustee of another entity, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Person that has been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s fraud, willful misconduct or gross negligence.

Exclusive Jurisdiction; Waiver of Jury Trial; Federal Securities Law Exceptions

Any dispute in relation to the Operating Agreement is subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, except where federal securities laws allow or require that certain claims be brought in federal courts, as in the case of claims brought under the Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provisions in the Operating Agreement will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, the exclusive forum provisions in the Operating Agreement will not apply to suits brought to enforce any duty or liability created by the Securities Act or any other claim for which the federal and state courts have concurrent jurisdiction, and investors will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

Each holder of Series Interests will have covenanted and agreed not to bring any claim in any venue other than the Court of Chancery of the State of Delaware, or if required or permitted by applicable federal law, a federal court of the United States. If an interest holder were to bring a claim against our company or the Managing Member pursuant to the Operating Agreement and such claim were governed by state law, it would have to bring such claim in the Delaware Court of Chancery.

The Operating Agreement, to the fullest extent permitted by applicable law and subject to limited exceptions, provides for investors to consent to exclusive jurisdiction of the Delaware Court of Chancery and for a waiver of the right to a trial by jury, if such waiver is allowed by the court where the claim is brought. The exclusive forum provisions spelled out in the Operating Agreement will not apply to suits brought to enforce any duty or liability created by the Securities Act or the Exchange Act.

If we opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable under the facts and circumstances of that case in accordance with applicable case law. See “Risk Factors – Risks Related to Forum Selection and Jury Waivers.” Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the Operating Agreement with a jury trial. No condition, stipulation or provision of the Operating Agreement or our Series Interests serves as a waiver by any or beneficial owner of Series Interests or by us of compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder. Additionally, our company does not believe that claims under the federal securities laws shall be subject to the jury trial waiver provision, and our company believes that the provision does not impact the rights of any or beneficial owner of our Series Interests to bring claims under the federal securities laws or the rules and regulations thereunder.

These provisions apply to investors who purchase Series Interests in the Series offerings directly from our company as well as to purchasers who may buy Series Interests in the secondary market, as they, as well, will become Series members whose rights vis a vis the Interests will be governed according to the terms of the Operating Agreement.

Listing

The Series Interests are not currently listed or quoted for trading on any national securities exchange, national quotation system or alternative trading system.

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

The company will be required to make annual and semi-annual filings with the SEC. The company will make annual filings on Form 1-K, which will be due by the end of April each year and will include audited financial statements for the previous fiscal year. The company will make semi-annual filings on Form 1-SA, which will be due by September 28 each year, which will include unaudited financial statements for the six months to June 30. The company will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors, or certain types of capital-raising. The company will be required to keep making these reports unless it files a Form 1-Z to exit the reporting system, which it will only be able to do if it has less than 300 Interest holders of record and have filed at least one Form 1-K.

At least every 12 months, the company will file a post-qualification amendment to the Offering Statement of which this Offering Circular forms a part, to include the company’s recent financial statements.

The company may supplement the information in this Offering Circular by filing a Supplement with the SEC.

All these filings will be available on the SEC’s EDGAR filing system. You should read all the available information before investing.

Relaxed Ongoing Reporting Requirements

If the company becomes a public reporting company in the future, it will be required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012, which the company refers to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as the company remains an “emerging growth company,” the company may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies,” including but not limited to:

If the company becomes a public reporting company in the future, the company expects to take advantage of these reporting exemptions until it is no longer an emerging growth company. The company would remain an “emerging growth company” for up to five years, although if the market value of its Common Stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, the company would cease to be an “emerging growth company” as of the following December 31.

If the company does not become a public reporting company under the Exchange Act for any reason, the company will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semi-annual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semi-annual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year.

In either case, the company will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies,” and its unitholders could receive less information than they might expect to receive from more mature public companies.

WAHED REAL ESTATE SERIES 1 LLC

A Delaware Limited Liability Company

WAHED REAL ESTATE SERIES 1 LLC

CONSOLIDATED AND CONSOLIDATING BALANCE SHEETS

As of June 30, 2025 (Unaudited)

See accompanying notes, which are an integral part of these consolidated and consolidating financial statements.

WAHED REAL ESTATE SERIES 1 LLC

CONSOLIDATED AND CONSOLIDATING BALANCE SHEETS

As of December 31, 2024 (Audited)

See accompanying notes, which are an integral part of these consolidated and consolidating financial statements.

WAHED REAL ESTATE SERIES 1 LLC

CONSOLIDATED AND CONSOLIDATING STATEMENTS OF OPERATIONS

For the six months ended June 30, 2025 (Unaudited)

See accompanying notes, which are an integral part of these consolidated and consolidating financial statements.

WAHED REAL ESTATE SERIES 1 LLC

CONSOLIDATED AND CONSOLIDATING STATEMENTS OF OPERATIONS

For the period from May 14, 2024 (Inception) to June 30, 2024 (Unaudited)