Red Oak Capital Holdings Completes Reorganization as The Oak Companies

Integrated structure brings Oak’s commercial real estate lending, underwriting, servicing and capital management capabilities together under one corporate platform

CHARLOTTE, N.C.--(BUSINESS WIRE)--The Oak Companies, Inc. ("Oak") today announced the completion of its corporate reorganization, bringing the business previously operated by Red Oak Capital Holdings, LLC into a newly formed Delaware corporation designed to support the platform’s next stage of growth.

Effective September 10, 2026, Red Oak Capital Holdings, LLC merged with and into Oak, with Oak succeeding to the business. The new structure brings Oak’s commercial real estate lending platform, sponsored credit funds, loan origination and servicing capabilities, institutional relationships and proprietary technology together under one corporate parent.

The reorganization is intended to create a more streamlined platform with a consistent governance structure, financial reporting framework and approach to capital formation. Oak will continue to originate, underwrite and service senior-secured commercial real estate loans while expanding the permanent and managed capital available to support its lending activities.

“We have built a disciplined commercial real estate lending platform around one clear standard: understand the asset, understand the sponsor and remain accountable from first review through final payoff,” said Gary R. Bechtel, Chief Executive Officer of The Oak Companies. “This reorganization puts a unified corporate structure behind that platform and gives us a stronger foundation for responsible growth, greater transaction capacity and broader participation from our capital partners.”

Oak operates as a vertically integrated commercial real estate finance platform. The company sponsors and manages commercial real estate credit funds, originates senior-secured first-lien loans generally ranging from $2 million to $20 million on income-producing properties, and services and asset-manages those loans throughout their lifecycle. Since inception, Oak and its predecessors have funded approximately $560 million in cumulative commercial real estate loans—acquisition, transitional bridge and special situations—including 33 full-cycle loans totaling approximately $200 million in aggregate principal.

A Platform Built for Permanent and Managed Capital

Oak’s model is built around two complementary sources of capital. Permanent capital raised at the holding-company level can support the platform, its people, its technology and its participation in transactions. Managed capital includes capital deployed through Oak-sponsored commercial real estate credit funds, institutional loan participations and separately managed accounts.

Together, these sources are designed to help Oak increase lending capacity while maintaining alignment with investors. Oak can generate revenue through loan origination, asset management, servicing, loan disposition and, where applicable, interest income and spread.

In connection with the reorganization, Oak is conducting a Regulation A offering of up to $35 million of Series R Convertible Preferred Stock at $10.00 per share. Oak intends to use a substantial portion of the net proceeds to retire select sponsored-fund bond obligations, with the remaining proceeds supporting operations and working capital. Reducing those obligations can lower consolidated interest expense and allow Oak to retain more of the economics generated by loans the platform originates, underwrites and services.

“The structure gives Oak a clearer path to combine permanent capital with the capital we manage for fund investors and institutional partners,” said Raymond T. Davis, President and Chief Strategy Officer of The Oak Companies. “Permanent capital can help us reduce select fund-level obligations, continue investing in our team and technology, and support the lending platform we have built. Managed capital allows us to expand lending volume beyond what our own equity could fund. Together, they create a more scalable model while preserving the credit discipline and accountability our borrowers and capital partners expect.”

Interested investors can learn more about the Reg A Offering by clicking here.

Should market conditions allow, the structure enables Oak to pursue a listing on a public exchange, which could provide greater access to the capital markets.

Oak is also pursuing an acquisition of its affiliate, White Oak Capital Holdings, LLC, which would build out Oak’s Federal Housing Administration lending platform while adding a recurring source of structuring and long-term servicing fee income.

Oak’s leadership team acquired the platform in 2022 and has internalized management, strengthened underwriting and credit processes, and expanded the platform’s workout and special-servicing capabilities. LENS™, Oak’s proprietary AI-enhanced underwriting and portfolio intelligence platform, helps standardize how loan information is captured, evaluated, monitored and reported. The platform supports a consistent and auditable credit process across Oak’s workflows. Experienced human underwriters review and challenge the analysis, and Oak’s credit committee makes final credit decisions.

More information about The Oak Companies is available at www.theoakcompanies.com.

About The Oak Companies

The Oak Companies is a vertically integrated commercial real estate finance platform that originates, underwrites, services and asset-manages senior-secured commercial real estate loans for experienced sponsors. Oak combines institutional credit discipline, practical structuring and continuity from initial review through final payoff. Its lending platform is supported by sponsored commercial real estate credit funds, institutional relationships and proprietary underwriting technology.

Important Information

The Oak Companies, Inc. (the "Company" or "Oak") is offering securities through the use of an Offering Statement that has been qualified by the U.S. Securities and Exchange Commission (the "SEC") under Tier II of Regulation A. Digital Offering, member FINRA/SIPC, is the broker-dealer of record for this offering. Before making any investment, you are urged to read carefully the final Offering Circular that forms a part of the Offering Statement filed with the SEC for a more complete understanding of Oak and the offering.

The securities offered by Oak are highly speculative. Investing in these securities involves significant risks. Please review the final Offering Circular for detailed risks related to this offering, which include the following: (i) the investment is suitable only for persons who can afford to lose their entire investment; (ii) this investment could be illiquid for an indefinite period of time; and (iii) there is no existing public trading market for the Series R Preferred Shares, and if a public market develops following the offering, it may not continue. (iv) fluctuations in interest rates and credit spreads could reduce our ability to generate income and have a substantial impact on our ability to operate. (v) lack of liquidity in certain of our assets may adversely affect our business. (vi) Our success depends on the availability of attractive investments and our ability to identify, structure, consummate, leverage, manage and realize returns on our debt investments. (vii) Real estate valuation is inherently subjective and uncertain.

The Company intends to list its securities on a national exchange. Doing so entails significant ongoing corporate obligations, including disclosure, filing and notification requirements, as well as compliance with applicable continued quantitative and qualitative listing standards.

The Preferred Shares will be convertible into shares of Common Stock of the Company. Upon conversion, and subject to any additional adjustments required pursuant to the anti-dilution provisions of the Preferred Shares, the Preferred Shares will convert into a number of shares of Common Stock equal to the quotient obtained by dividing the then-current conversion preference of the outstanding Series R Preferred Shares, plus accrued but unpaid dividends not then included in the conversion preference, by seventy-five percent (75%) of the price per share or deemed price per share to the public in the Qualified IPO, rounded to the nearest whole share.

Oak intends to apply to have the Common Shares listed on the NYSE American under the symbol "OKRE" but has not yet made an application with the exchange. If the Common Shares are not approved for listing on the NYSE American, Oak will not complete the listing contemplated hereby. No assurance can be given that Oak’s application to list on the NYSE American will be made, that any application will be approved or that an active trading market for the Common Shares will develop.

Forward Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and is intended to be covered by the safe harbor provisions for forward-looking statements. This information is supplied from sources Oak believes to be reliable, but Oak cannot guarantee its accuracy. Although Oak believes the expectations expressed in such forward-looking statements are reasonable, it cannot assure readers that they will be realized. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including the risks and uncertainties set forth in the Offering Circular, which could cause actual results to differ materially from the anticipated results described in such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and Oak undertakes no obligation to publicly update any forward-looking statement except as may be required by law.

Past performance is not indicative of future results. Oak does not currently own, or control a subsidiary that holds, a license to originate FHA MAP lending. Growth of the FHA/HUD platform depends on the potential acquisition of Oak’s affiliate, White Oak Capital Holdings, LLC, expected to occur subsequent to this offering, and no assurance can be given that the acquisition will be completed. No assurance is given that a listing event will occur. Statements regarding a targeted NYSE American listing under the reserved ticker "OKRE" and the conversion features of the Series R Preferred Shares are forward-looking statements subject to material risks. No assurance can be given that any of these events will occur.