GROUNDFLOOR SEC REVIEW 2026
INDEPENDENT VERDICT
Groundfloor is not a lightly documented private-investment website whose regulatory footprint depends on a single Form D. Groundfloor Finance Inc., SEC CIK 0001588504, has filed with the SEC since 2013 and operates a multi-entity real-estate credit platform built largely around securities offered under Regulation A. Its 2026 SEC record includes a March 25 qualification for its continuing Limited Recourse Obligation program and an April 1 Form 1-K covering the year ended December 31, 2025. Groundfloor's website separately says that since 2013 the platform has facilitated more than $2.2 billion of investments for more than 300,000 investors. Those company-reported platform figures are useful evidence of operating scale, but they should not be confused with Groundfloor Finance Inc.'s balance-sheet assets or with the amount invested in any individual loan. The strongest regulatory evidence is the depth of the EDGAR history: Groundfloor Finance Inc. alone has hundreds of SEC filings, while related issuers including Groundfloor Real Estate 1, Groundfloor Yield and Groundfloor Loans entities maintain their own filings and offering structures.
The 2025 audited financial statements reveal a business that expanded rapidly while still operating with significant financial risk. Groundfloor Finance Inc. reported $45.55 million of total revenue in 2025, up from $26.72 million in 2024. Origination fees increased to approximately $16.51 million, loan-servicing revenue to $10.79 million and net interest income on loans to developers to $18.25 million. After note interest expense and operating costs, however, the company still reported an approximately $11.07 million consolidated net loss, with roughly $10.40 million attributable to Groundfloor Finance Inc. itself. Total consolidated assets reached approximately $392.19 million at year-end, compared with $364.46 million one year earlier, while cash and cash equivalents were only about $2.68 million and restricted cash was approximately $14.13 million. The balance sheet also showed a $64.76 million accumulated deficit and total stockholders' deficit of approximately $11.80 million. Most importantly, management's 1-K states that the conditions described in the filing raise substantial doubt about Groundfloor's ability to continue as a going concern and that the company remains dependent on additional debt or equity financing. That disclosure deserves equal weight with the company's revenue growth and platform scale.
Understanding the product structure is essential because "Groundfloor" does not represent one simple pooled fund. Groundfloor Finance Inc. issues Limited Recourse Obligations, or LROs, whose economic performance is generally tied to particular underlying real-estate loans. Its March 12, 2026 post-qualification amendment added 23 series of LROs totaling approximately $7.54 million to an existing Regulation A offering. Other Groundfloor affiliates use separate structures: Groundfloor Real Estate 1 has its own Regulation A LRO program, while Groundfloor Loans 1 and later Loans entities have separate offering statements and annual reports. In addition, Groundfloor created Groundfloor HFA SPV I LLC in 2026 and filed a Rule 506(b) Form D reporting an intentionally small $100 equity offering sold to one investor, with Nick Bhargava identified as executive officer. That $100 filing is clearly not evidence that the Groundfloor platform itself is worth $100 or raised only $100; it is a separate SPV capitalization event. Researchers must therefore keep Groundfloor Finance Inc., its Regulation A issuers, loan-owning subsidiaries and specialized SPVs legally separate instead of adding every SEC amount into a fictional platform AUM figure.
The operating model creates risks that are different from conventional diversified bond funds. Groundfloor originates or funds real-estate loans and then gives investors exposure through securities linked to those loans or related portfolios. Investor outcomes therefore depend on borrower repayment, property values, foreclosure timing, senior lien position, rehabilitation execution, local housing markets and Groundfloor's servicing and workout process. The 2025 financial statements show $26.1 million of loans to developers transferred into other real estate owned during the year, evidence that defaults and property recoveries are economically relevant rather than theoretical. Public customer complaints also show that delayed, extended and defaulted loans can create frustration even when the underlying securities function according to their disclosed terms. BBB currently displays complaints involving defaults, extensions and Auto Investor performance; those are consumer allegations and responses rather than regulatory findings, but they reinforce the importance of evaluating loan-level loss rates, realized recoveries and time-to-recovery instead of focusing only on advertised target yields. Groundfloor itself warns in its legal disclosures that investments involve risk of partial or complete loss.
Groundfloor's verification profile is therefore unusually strong on regulatory existence and operating history while its financial-risk profile is more complex than a simple "real-estate investing app" description suggests. The SEC record confirms audited financial statements, qualified Regulation A offerings, a decade-plus operating history and identifiable founders and executives; Groundfloor's public materials also document expansion beyond traditional residential real-estate loans into broader private-market categories. At the same time, investors should focus closely on the going-concern disclosure, continuing corporate losses, stockholders' deficit, reliance on future financing, borrower defaults, REO accumulation and the limited-recourse nature of many products. Before investing, a user should identify the exact issuing entity and security, read the relevant offering circular rather than relying on the Groundfloor brand alone, and determine what happens if the associated borrower defaults, collateral must be foreclosed, liquidation takes years or Groundfloor itself experiences financial stress.
SEC SNAPSHOT
PRIMARY COMPANY: Groundfloor Finance Inc. FOUNDED / ORGANIZED: 2013 SEC FILING HISTORY: EDGAR filings since October 2013 PRINCIPAL MAILING ADDRESS: 1201 Peachtree Street NE, Suite 1104-400, Atlanta, GA 30361 PRIMARY SEC FRAMEWORK: Regulation A PRIMARY SECURITIES: Common Shares and Limited Recourse Obligations 2026 FORM 1-K FILED: April 1, 2026 REPORTING PERIOD: Year ended December 31, 2025 2026 REGULATION A QUALIFICATION: March 25, 2026 REGULATION A FILE NUMBER FOR LROS: 024-12013
2025 FINANCIAL SNAPSHOT
TOTAL REVENUE: $45,552,247 2024 TOTAL REVENUE: $26,715,095 ORIGINATION FEES: $16,513,996 LOAN SERVICING REVENUE: $10,791,868 NET INTEREST INCOME ON LOANS TO DEVELOPERS: $18,246,383 INTEREST EXPENSE ON NOTES: $17,810,094 CONSOLIDATED NET LOSS: $11,071,453 NET LOSS ATTRIBUTABLE TO GROUNDFLOOR FINANCE INC.: $10,404,695 2024 NET LOSS ATTRIBUTABLE TO GROUNDFLOOR FINANCE INC.: $14,345,631 TOTAL ASSETS: $392,192,101 2024 TOTAL ASSETS: $364,460,941 CASH AND CASH EQUIVALENTS: $2,683,517 RESTRICTED CASH: $14,131,578 ACCUMULATED DEFICIT: $64,756,637 COMPANY STOCKHOLDERS' DEFICIT: $12,163,962 TOTAL STOCKHOLDERS' DEFICIT: $11,799,041 LIMITED RECOURSE OBLIGATIONS — CURRENT PORTION: $72,522,955 LOANS TRANSFERRED TO OTHER REAL ESTATE OWNED DURING 2025: $26,105,674 GOING-CONCERN DISCLOSURE: YES — SEC-filed annual report states conditions raise substantial doubt about ability to continue as a going concern DEPENDENCE ON ADDITIONAL FINANCING: DISCLOSED
2026 LRO OFFERING EVIDENCE
FILING: Form 1-A Post-Qualification Amendment DATE: March 12, 2026 QUALIFICATION DATE: March 25, 2026 ADDITIONAL LRO SERIES: 23 ADDITIONAL AGGREGATE LRO AMOUNT: $7,544,188 PLATFORM: groundfloor.com SECURITY: Limited Recourse Obligations REGULATORY FRAMEWORK: Regulation A
GROUNDFLOOR HFA SPV I
YEAR FORMED: 2026 FORM D DATE: March 11, 2026 FEDERAL EXEMPTION: Rule 506(b) SECURITY TYPE: Equity TOTAL SOLD: $100 TOTAL REMAINING: $0 RELATED PERSON: Nick Bhargava ROLE: Executive Officer FORM D SIGNER: Nick Bhargava SIGNER TITLE: Co-Founder, Secretary and EVP IMPORTANT: The $100 HFA SPV offering is a separate legal-entity capitalization event and is not Groundfloor platform AUM or total company fundraising
OPERATING PLATFORM
BRAND: Groundfloor CEO / CO-FOUNDER: Brian Dally CO-FOUNDER / EXECUTIVE: Nick Bhargava PUBLIC PLATFORM HISTORY: Since 2013 PLATFORM INVESTMENTS FACILITATED: More than $2.2 billion according to Groundfloor PLATFORM INVESTORS: More than 300,000 according to Groundfloor CORE HISTORICAL ASSET CLASS: Residential real-estate private credit CURRENT EXPANSION AREAS DISCLOSED BY COMPANY: Consumer credit; music royalties; pre-IPO investing RETAIL ACCESS MODEL: Regulation A offerings available subject to qualification and state notice requirements ACCREDITED-INVESTOR OFFERINGS: Also available through certain Groundfloor affiliates or offerings
ENTITY STRUCTURE — DO NOT MERGE
GROUNDFLOOR FINANCE INC.: Parent / operating issuer with CIK 0001588504 GROUNDFLOOR REAL ESTATE 1 LLC: Separate Regulation A issuer GROUNDFLOOR YIELD LLC: Separate offering entity GROUNDFLOOR LOANS 1 LLC: Separate Regulation A issuer GROUNDFLOOR LOANS 2 LLC: Separate legal issuer GROUNDFLOOR LOANS 3 LLC: Separate legal issuer listed in Groundfloor offering materials GROUNDFLOOR HFA SPV I LLC: Separate 2026 Rule 506(b) SPV LIMITED RECOURSE OBLIGATIONS: Securities tied to specified underlying loan economics; not corporate deposits IMPORTANT: Amounts from these entities should not be mechanically added together as Groundfloor AUM
WEBSITE / ENTITY PENETRATION
Groundfloor operating website — CONFIRMED Groundfloor Finance Inc. CIK 0001588504 — CONFIRMED SEC filing history since 2013 — CONFIRMED Brian Dally leadership — CONFIRMED Nick Bhargava founder / executive connection — CONFIRMED Atlanta operating address — CONFIRMED Regulation A LRO offering — CONFIRMED March 2026 SEC qualification — CONFIRMED 2025 audited financial statements — CONFIRMED $45.55M 2025 revenue — SEC REPORTED $392.19M year-end 2025 consolidated assets — SEC REPORTED $10.40M net loss attributable to Groundfloor Finance Inc. — SEC REPORTED $64.76M accumulated deficit — SEC REPORTED Going-concern substantial-doubt disclosure — SEC REPORTED $2.2B+ platform investments facilitated — COMPANY REPORTED 300,000+ investors — COMPANY REPORTED Groundfloor HFA SPV I — CONFIRMED HFA SPV I $100 offering — CONFIRMED HFA SPV I relationship to broader product economics — REQUIRES STRUCTURAL DOCUMENTS Current consolidated 2026 revenue — NOT YET AVAILABLE IN A FULL-YEAR AUDITED REPORT Current 2026 profitability — NOT ESTABLISHED BY 2025 FORM 1-K Current individual LRO performance — SECURITY-SPECIFIC Platform-wide realized investor net return — REQUIRES COHORT / PRODUCT ANALYSIS
FINANCIAL INTERPRETATION
$392.19M TOTAL ASSETS: Consolidated accounting assets of Groundfloor Finance Inc. and subsidiaries at December 31, 2025 $392.19M IS NOT: Platform AUM; total investor deposits; total Groundfloor historical originations $2.2B+ FACILITATED: Company-reported cumulative platform activity since 2013 $2.2B+ IS NOT: Current balance-sheet assets or current investor principal outstanding $45.55M REVENUE: 2025 consolidated revenue before interest expense and operating costs $10.40M NET LOSS ATTRIBUTABLE TO GROUNDFLOOR: Demonstrates that revenue growth had not yet produced annual profitability in 2025 $100 HFA SPV OFFERING: Separate SPV filing and not economically comparable with parent-company financial scale
CORE INVESTOR QUESTIONS
Which exact Groundfloor legal entity is issuing my security Is the investment an LRO, Note, equity security, fund interest or another product Which underlying loan or portfolio supports my security Is the obligation secured directly by real estate or only linked contractually to a Groundfloor loan What lien position applies to the underlying loan What loan-to-value or loan-to-cost ratio applies How was the property value determined Who performed the appraisal or valuation What happens if the borrower stops paying How long have comparable Groundfloor foreclosures taken What percentage of matured loans are currently extended What percentage are in default What percentage have produced principal losses What has been the realized recovery rate on defaulted loans How much other real estate owned does Groundfloor currently hold What carrying value is assigned to REO How often are REO values written down Who bears legal and foreclosure expenses Can Groundfloor advance costs before recovery How is investor recovery calculated after expenses Does the security have recourse to Groundfloor Finance Inc. beyond the referenced asset What precisely does "limited recourse" mean for my series Can maturity be extended Can interest stop accruing during foreclosure How is Auto Investor exposure diversified What concentration limits apply What servicing fees apply What spread does Groundfloor retain between borrower rates and investor yields How much corporate liquidity is unrestricted How does management plan to address the going-concern uncertainty What additional financing has been raised since December 31, 2025 What happens to servicing if Groundfloor experiences insolvency Is there a backup servicer Are investor assets bankruptcy remote Which affiliates own the underlying loans How are conflicts handled when Groundfloor originates, funds, services and sells exposure to the same loan
CORE RISKS
Borrower default; residential real-estate price declines; rehabilitation and construction risk; foreclosure delay; REO disposition risk; appraisal uncertainty; loan extension risk; illiquidity; limited-recourse structure; platform insolvency risk; going-concern uncertainty; continuing corporate losses; negative stockholders' equity; dependence on external financing; interest-rate risk; geographic concentration; borrower concentration; servicing risk; conflict risk between origination and investor distribution; valuation risk; legal and foreclosure costs; advertised or target yield may differ from realized return; historical platform volume does not guarantee repayment; Regulation A qualification does not constitute SEC approval.
REPUTATION / COMPLAINT EVIDENCE
BBB COMPLAINTS DISPLAYED: 16 complaints during the most recent three-year period shown at time of review BBB COMPLAINTS CLOSED IN LAST 12 MONTHS: 10 at time of review COMMON THEMES IN PUBLIC COMPLAINTS: Loan defaults; extensions; delayed resolution; Auto Investor performance IMPORTANT: BBB complaints are customer allegations and company responses, not SEC findings or adjudicated proof of misconduct REGULATORY ENFORCEMENT FOUND IN REVIEWED SOURCES: No comparable current SEC enforcement action identified in the evidence reviewed for this article INVESTOR TAKEAWAY: Default and workout experience should be evaluated through actual loan-performance and recovery data rather than complaint counts alone
PRIMARY EVIDENCE REVIEWED
U.S. Securities and Exchange Commission Groundfloor Finance Inc. CIK 0001588504 Form 1-K Year ended December 31, 2025 Filed April 1, 2026
U.S. Securities and Exchange Commission Groundfloor Finance Inc. Form 1-A Post-Qualification Amendment March 12, 2026 Qualified March 25, 2026
U.S. Securities and Exchange Commission Groundfloor HFA SPV I LLC CIK 0002112658 Form D March 11, 2026
U.S. Securities and Exchange Commission Groundfloor Real Estate 1, LLC 2025 Form 1-K
U.S. Securities and Exchange Commission Groundfloor Loans 1, LLC 2025 Form 1-K
Groundfloor official website Company history Legal disclosures SEC filing library Product descriptions Platform statistics
Better Business Bureau Groundfloor Finance Inc. public complaint record Used as consumer-experience context only
IMPORTANT SEC NOTICE
Regulation A qualification and Form D filings are regulatory filing mechanisms. They do not mean the SEC has approved Groundfloor, verified the credit quality of an underlying borrower, guaranteed an LRO or determined that a particular yield is achievable.
Groundfloor has a substantial and easily verifiable SEC filing history.
That should not be confused with low investment risk.
The company's own 2025 annual report disclosed continuing losses, a significant accumulated deficit and substantial doubt about its ability to continue as a going concern.
INDEPENDENT ASSESSMENT
Groundfloor's strongest verification feature is the depth of its public regulatory record.
Unlike many private investment platforms, researchers can review years of SEC offering statements, annual reports, audited financial statements, qualification notices and affiliate filings rather than relying entirely on marketing pages.
Its strongest operating evidence is also measurable: revenue increased sharply in 2025 and the company reports more than $2.2 billion in facilitated investments across more than 300,000 investors.
The principal counterweight is financial.
Groundfloor remained loss-making in 2025, reported negative stockholders' equity and explicitly disclosed substantial doubt about its ability to continue as a going concern without additional financing.
For investors, that means the correct diligence question is not merely whether Groundfloor exists or files with the SEC.
It is whether the exact security being purchased has acceptable borrower credit, collateral, recovery mechanics and structural protection if either the underlying real-estate project or Groundfloor itself encounters financial stress.
SEC filings verify the platform and securities structure.
They do not guarantee repayment.