INDEPENDENT VERDICT
Historic Investment Fund 2026 LLC is a verifiable 2026 Delaware private equity vehicle managed by GBX Fund Management, Ltd., the investment-management affiliate of Cleveland-based GBX Group. The September 14, 2026 Form D reports a $150 million Rule 506(c) offering, $150,000 sold, $149.85 million remaining, one investor and a $150,000 minimum outside investment, with the first sale occurring August 31, 2026. The fund is not registered as an investment company and relies on Section 3(c)(1). On the same filing date, GBX also launched Historic Investment Fund 2026 (QP) LLC, a parallel $150 million vehicle using Section 3(c)(7). That QP vehicle reported $455,000 sold to two investors, a September 2 first sale and the same $150,000 minimum. Both funds use the same Cleveland address, management team and Rule 506(c) structure. This two-vehicle architecture is the central research point: the 2026 program appears designed to accommodate different private-fund eligibility frameworks rather than functioning as a single undifferentiated offering.
GBX / ENTITY PENETRATION
The sponsor relationship is exceptionally strong. Both 2026 funds identify GBX Fund Management, Ltd. as Manager, with Andrew Sparacia as Chief Executive Officer of the Manager, Craig Schultz as Chief Investment Officer, Taylor Davis as Chief Revenue Officer and Cary Zimmerman as Chief Legal & Compliance Officer. All use 2101 Superior Avenue in Cleveland. GBX Group's official website independently uses the same corporate location and describes GBX as a historic-real-estate platform specializing in acquiring, preserving and operating historic urban properties. GBX states that as of January 2026 it had participated in 216 real estate projects across 24 states. Those are sponsor-level statistics rather than assets of Historic Investment Fund 2026, but they establish a much deeper operating history than the new 2026 fund alone would suggest.
FUND SERIES, TAX INCENTIVES AND UNIQUE STORY
Historic Investment Fund 2026 is part of a recurring annual series rather than a first-time concept. SEC records show Historic Investment Fund 2019 LLC, Historic Investment Fund 2023 LLC, Historic Investment Fund 2023 (QP) LLC, 2024 and 2024 QP vehicles, Historic Investment Fund 2025 LLC and now the two 2026 entities, all tied to GBX Fund Management and the same Cleveland address. This continuity gives investors a meaningful record to investigate across vintages. GBX's public materials explain that its multi-investor historic real estate strategy seeks to combine property economics with federal, state and local incentives, including Federal Rehabilitation Historic Tax Credits under Internal Revenue Code Section 47 and historic preservation easements under Section 170(h). GBX also states that qualified investors may benefit from tax incentives generated through historic-property preservation and redevelopment. Those tax features can materially influence after-tax returns, but they should be separated from the underlying economics of the real estate itself.
GBX provides concrete examples of how this model works. Its official materials describe investments in warehouses, factories, civic buildings, hotels, office properties and residential projects, and the firm has publicly documented projects such as the Pepper Building in Winston-Salem, the Frost Building in Nashville and Samsel Supply in Cleveland. The Pepper Building case, for example, involved a roughly $20.8 million redevelopment supported by both federal and state historic tax credits and a preservation easement. GBX has also disclosed current tax-credit awards for projects such as Samsel Supply, which received a $5 million Ohio Historic Preservation Tax Credit in 2026 as part of a planned approximately $51.8 million mixed-use redevelopment. These examples help explain the sponsor's business model, but they should not be assumed to be Fund 2026 holdings unless the fund's actual portfolio documents identify them.
CORE RISKS AND DILIGENCE
The main risks are property selection, redevelopment execution, valuation, tax-law compliance and illiquidity. Historic preservation projects can depend heavily on rehabilitation budgets, construction schedules, tax-credit qualification, easement structures, occupancy assumptions and eventual stabilization or disposition. Tax incentives can improve project economics, but they are not a substitute for viable underlying real estate. Investors should therefore request the Fund 2026 property pipeline, acquisition prices, appraisals, rehabilitation budgets, debt terms, projected tax-credit allocations, easement valuations, expected hold periods and sponsor fees. They should also compare the economics of the ordinary Section 3(c)(1) vehicle with the QP Section 3(c)(7) vehicle and determine whether investors receive identical property exposure, fees, distributions and tax allocations. GBX says Michael Moses has raised nearly $300 million in real estate capital from 480 high-income investors since 2017, but that is a broader sponsor statistic and does not establish the realized performance of any Historic Investment Fund vintage.
FINAL ASSESSMENT
Historic Investment Fund 2026 has a strong sponsor and historical-fund verification profile. The September 14 SEC filings confirm two parallel $150 million offerings managed by GBX Fund Management: the standard vehicle using Section 3(c)(1), with $150,000 sold to one investor, and a QP vehicle using Section 3(c)(7), with $455,000 sold to two investors. GBX Group's public operating history, recurring annual fund filings and documented historic-preservation projects provide substantial evidence that this is an established investment platform rather than a one-off issuer. The remaining diligence questions are fund-specific: which properties are being acquired in 2026, what tax benefits are expected, how those benefits are valued and allocated, how much leverage is being used, and what prior Historic Investment Fund vintages actually delivered on a realized after-tax basis. The existence of historic tax credits and preservation incentives can enhance returns, but investment merit still depends on property economics, execution and compliance.
SEC SNAPSHOT
Primary Issuer: Historic Investment Fund 2026 LLC CIK: 0002152241 SEC Form: Form D Accession No.: 0002152241-26-000002 File No.: 021-597335 Film No.: 261376252 Filing Date: September 14, 2026 Jurisdiction: Delaware Year Organized: 2026 Address: 2101 Superior Avenue, Cleveland, OH 44114-4162 Telephone: 216-241-6689 Fund Classification: Private Equity Fund Offering Exemption: Rule 506(c) Investment Company Act Exclusion: Section 3(c)(1) Security Types: Equity / Pooled Investment Fund Interests Offering Amount: $150,000,000 Amount Sold: $150,000 Remaining: $149,850,000 Investors: 1 Minimum Investment: $150,000 First Sale: August 31, 2026 Offering Duration Over One Year: No Sales Commissions: $0 Finder's Fees: $0 Item 16 Payments: $0 Manager: GBX Fund Management, Ltd. CEO of Manager: Andrew Sparacia CIO of Manager: Craig Schultz Chief Revenue Officer of Manager: Taylor Davis Chief Legal & Compliance Officer of Manager: Cary Zimmerman
PARALLEL QP VEHICLE
Issuer: Historic Investment Fund 2026 (QP) LLC CIK: 0002151632 SEC Form: Form D Accession No.: 0002151632-26-000001 File No.: 021-597330 Film No.: 261376213 Filing Date: September 14, 2026 Offering Exemption: Rule 506(c) Investment Company Act Exclusion: Section 3(c)(7) Offering Amount: $150,000,000 Amount Sold: $455,000 Remaining: $149,545,000 Investors: 2 Minimum Investment: $150,000 First Sale: September 2, 2026 Manager: GBX Fund Management, Ltd.
WEBSITE / ENTITY PENETRATION
Historic Investment Fund 2026 SEC filing confirmed: YES Historic Investment Fund 2026 QP filing confirmed: YES GBX Fund Management relationship confirmed: YES GBX Group official website confirmed: YES SEC / sponsor Cleveland address match: YES Andrew Sparacia relationship confirmed: YES Craig Schultz relationship confirmed: YES Taylor Davis relationship confirmed: YES Cary Zimmerman relationship confirmed: YES Prior annual Historic Investment Fund series confirmed: YES Historic preservation strategy independently confirmed by GBX: YES Federal historic tax credit strategy confirmed by sponsor: YES Preservation easement strategy confirmed by sponsor: YES Exact 2026 property portfolio publicly disclosed in Form D: NO Fund 2026 leverage publicly disclosed: NO Fund 2026 realized returns: Not yet applicable / not established
CORE INVESTOR QUESTIONS
Which historic properties will the 2026 fund acquire Are the ordinary and QP vehicles invested in the same properties Why are separate 3(c)(1) and 3(c)(7) vehicles being used Do both vehicles receive identical economic and tax allocations What are the management fee, acquisition fee and carried-interest terms What percentage of capital will be used for acquisition versus rehabilitation How much leverage will be used at property level Which projects are expected to qualify for federal historic tax credits Which state historic tax credits are expected How are preservation easements valued Who prepares independent property and easement appraisals What happens if expected tax credits are delayed or reduced What are realized after-tax returns for Historic Investment Funds 2019 through 2025 What percentage of prior fund returns came from tax benefits versus property appreciation and cash flow Who serves as auditor, administrator, tax counsel and custodian What liquidity and transfer restrictions apply
PRIMARY EVIDENCE REVIEWED
SEC Form D for Historic Investment Fund 2026 LLC, filed September 14, 2026. SEC Form D for Historic Investment Fund 2026 (QP) LLC, filed September 14, 2026. Historical SEC Form D filings for Historic Investment Fund 2019, 2023, 2023 QP, 2024, 2024 QP and 2025. GBX Group official Investor Overview. GBX Group official corporate website. GBX Group official team materials. GBX Group official historic-preservation project disclosures. GBX project materials for the Pepper Building, Frost Building and Samsel Supply Building.
IMPORTANT FORM D NOTICE
Form D is a notice of an exempt securities offering. It is not SEC approval of Historic Investment Fund 2026, GBX Fund Management, GBX Group, any historic property, appraisal, preservation easement or projected tax benefit. The two 2026 offerings each have a $150 million maximum target, but as of September 14, 2026 the standard vehicle reported only $150,000 sold and the QP vehicle reported $455,000 sold. Federal and state historic tax credits, charitable deductions and other tax benefits depend on property qualification, compliance, valuation and individual taxpayer circumstances. Investors should review the offering documents, property schedule, tax opinions, appraisals, rehabilitation budgets, debt terms and prior fund performance before investing.