Private Placement Memorandum · For Accredited Investors Only
Series B · April 2026

Secured Construction & Development Lending in Utah

Next Level Financing originates first- and second-lien construction and development loans across Utah's fastest-growing counties — every loan backed by a recorded trust deed, title insurance, and a disciplined 70% LTV target.

$10M
Maximum Offering
15%
Annualized Return
6 Mo
Initial Term
$50K
Minimum Unit
Request the PPM
Salt Lake · Utah · Weber · Davis · Summit · Wasatch · Washington Counties
Company

A disciplined lender, not a fund of funds.

Next Level Financing deploys investor capital as secured construction and development loans, taking first and second lien positions on every property. Every note is recorded through a title company, backed by a title insurance policy, and underwritten by our principals directly — no middlemen.

  • Entity Utah Limited Liability Company
  • Domicile Salt Lake, Utah, Weber & Davis Counties
  • Office 11616 South State Street, Suite 1504
    Draper, UT 84020
  • Purpose First & second lien construction and development lending
  • Phone (619) 848-6776

First & Second Lien Security

All loans secured by recorded trust deeds in a superior position over other creditors.

Manager-Vetted Projects

Loans made exclusively to projects managed by our principals; all due diligence in-house.

Borrower-Paid Costs

Title insurance, closing costs, and fees are carried by the borrower — not the fund.

Expedited Process

Streamlined structure enables rapid loan deployment aligned with developer timelines.

The Opportunity

Utah's demand meets private capital.

Population growth, a constrained housing supply, and tightening bank underwriting have created a durable opening for private construction lenders who can move with discipline and speed.

i.

Sustained Population Growth

Utah continues to attract in-migration and benefits from a diversified employment base, driving sustained residential demand.

ii.

Housing Supply Shortage

A relative shortage of housing inventory across Salt Lake, Weber, and Davis Counties supports strong pricing and absorption for new development.

iii.

Constrained Traditional Lending

Tightened bank underwriting standards and elevated rates are pushing developers toward alternative capital sources — an opportunity for private lenders.

iv.

Private Lending Edge

Disciplined underwriting and first- and second-lien positioning allow NLF to capture attractive risk-adjusted returns in attainable housing and infill development.

Target Markets Salt Lake · Utah · Weber · Davis · Summit · Wasatch · Washington
Series B Shares

Investment terms.

A fixed preferred return, a short holding period, and no upfront commissions. Series B Shares are offered under Reg D Rule 506(b) / Regulation S to accredited investors and qualifying non-U.S. persons.

Security TypeSeries B LLC Interest (Non-Voting)
Unit Price$50,000 per Unit
Minimum Investment1 Unit ($50,000)
Minimum Offering$50,000
Maximum Offering$10,000,000 (up to $15M at Manager discretion)
Preferred Return15% annualized
6-Month Term7.5% preferred return on capital
12-Month Term15% preferred return (if extended)
Redemption100% capital + all accrued returns at maturity
EligibilityAccredited Investors or Non-U.S. Persons
RegistrationReg. D Rule 506(b) / Regulation S
Subscription DeadlineJuly 31, 2026

Illustrative Returns

Investment
At 6 Mo.
At 12 Mo.
$50,000 · 1 Unit
$53,750
$57,500
$250,000 · 5 Units
$268,750
$287,500
$500,000 · 10 Units
$537,500
$575,000
* Illustrative only. Returns are not guaranteed. Past performance is not indicative of future results.
Security & Collateral

Every loan, secured and recorded.

Every loan is secured by a first or second lien trust deed, recorded through a title company with title insurance — giving NLF superior collection rights over all other creditors in the event of default.

I

Lien Position

NLF holds the primary lien on every loan — senior to all other creditors and equity holders. In foreclosure, NLF has first right to recover proceeds from the sale of the property.

II

Title Insurance

Every loan is closed through a title company, with a title insurance policy protecting NLF's lien position against title defects or competing claims.

III

70% LTV Target

NLF targets a 70% loan-to-value ratio based on post-development value, providing a meaningful equity cushion before any loss of principal occurs.

Process

How a loan works.

From subscription to redemption, NLF operates a tight five-step cycle with in-house underwriting and title-company-recorded security. Underwriting typically completes within twenty days.

1

Investor Subscribes

Accredited investor executes Subscription Agreement and wires funds to NLF's account.

2

Underwriting

Managers assess collateral value, borrower capacity, and quick-sale value within ~20 days.

3

Loan Origination

Note and lien trust deed recorded through a title company with full title insurance.

4

Loan Management

Managers monitor the project, track draws, collect interest, and manage the borrower relationship.

5

Redemption

At maturity the borrower repays principal + interest; NLF redeems Series B Shares at 100% capital + accrued return.

Investor Outcome 100% of capital contribution plus a 7.5% preferred return on the initial six-month term — or 15% if extended to twelve months — paid at redemption, funded from borrower interest and fees.
Sample Transaction

A representative loan, illustrated.

The following illustrates the underwriting discipline and return profile of a representative NLF construction loan. Borrower, property, and figures shown are for illustration only.

Loan Details
BorrowerWasatch Peak Properties, LLC
Property1840 W Pioneer Road, Lehi, Utah 84043
Loan Purpose18-Unit Townhome Construction
Loan Term6 months (extendable to 12)
Start DateMarch 1, 2026
Initial MaturityAugust 31, 2026
Extended MaturityFebruary 28, 2027
Interest Rate15% annualized (simple)
PointsZero
Financials · $500,000 Principal
Initial Term — Month 1–6 (7.5%)
Principal$500,000.00
Interest (6 mo. @ 7.5%)$37,500.00
Total Due at Month 6$537,500.00
If Extended — Month 7–12 (additional 7.5%)
Additional Interest$37,500.00
Final Interest Payment$37,500.00
Total Due at Month 12$575,000.00
Collateral 1840 W Pioneer Road, Lehi, Utah 84043 · Parcel Nos. 52-068-0031 · 52-068-0032 · 52-068-0033 — 3.2-acre entitled site, approved 18-unit townhome development, Utah County Recorder.
Leadership

Three principals, complementary expertise.

A management team spanning fiduciary services, land development and general contracting, and corporate securities law — with deep Utah and West Coast market relationships.

Thomas W. Hinson III

Chairman & Chief Executive Officer
  • CEO, Investors 1031 Exchange
  • Fiduciary services industry since 2001
  • Expert in DSTs, TICs, and private equity real estate
  • Former escrow company owner (San Diego & Orange County)
  • Media: ESPN Radio, KCBQ, The American Dream TV

Brandon Pehrson

Director · Construction Manager
  • Career real estate agent, land developer & GC
  • Developed homes, commercial, mixed-use, and multi-family
  • Full-cycle PM: acquisition → construction → sale
  • Strengths in community negotiations & entitlement
  • Licensed real estate broker & general contractor

John D. Thomas

Director · Investor Relations
  • Property financing & development since 2006
  • Utah, Idaho & Texas real estate experience
  • Corporate attorney since 2003 (Utah & Texas bar)
  • JD — Texas Tech School of Law
  • Board member of multiple public companies
  • Expert: corporate law, securities, M&A
Comparison

How NLF compares.

A side-by-side view of Series B Shares against common fixed-income and real estate alternatives. Returns shown for comparison products are approximate market averages and not indicative of any specific product.

Feature NLF Series B Bank CD / MMA Public REIT Equity Real Estate
Target Annual Return 15% 4–5% 5–8% Varies
Return Type Fixed / Preferred Fixed Variable Dividend Appreciation
Capital Security First & Second Lien Deed FDIC Insured Market Price Market Value
Liquidity 6–12 Mo. Hold Flexible Daily Months–Years
Minimum Investment $50,000 $500–$1,000 1 Share Varies (High)
Management Fees None to Investor None Mgmt Fees Promote Struct.
Accredited Only Yes No No Often Yes
FAQ

Frequently asked questions.

Responses below are summaries. The PPM contains the complete terms, risk factors, and subscription documents that govern your investment.

Who can invest in NLF Series B Shares?

Only accredited investors (net worth over $1M excluding primary residence, or income over $200K individual / $300K joint) or non-U.S. persons under Regulation S are eligible.

What is the minimum investment?

One Unit at $50,000. The Company may, in its sole discretion, accept subscriptions for fractional Units.

When do I get my money back?

Series B Shares have an initial 6-month holding period. The Company may extend for an additional 6 months. Redemption includes 100% of capital plus all accrued preferred returns.

Can I redeem early?

Investors do not have the right to demand early redemption. The Company may, in its sole discretion, choose to redeem shares early, in which case all accrued returns to the redemption date are paid.

How are my returns funded?

Participating Distributions are funded from interest income, loan origination fees, and other revenues generated from NLF's lending activities. Returns are paid at redemption, not monthly.

Are my returns guaranteed?

No. The 15% preferred return is a target return, not a guarantee. Returns depend on the performance of the underlying loans. Investors may lose some or all of their investment.

What happens if a borrower defaults?

NLF holds a first or second lien position and may foreclose on the collateral property. NLF targets a 70% LTV ratio to provide a cushion, but recovery is not guaranteed if property values decline.

How do I subscribe?

Request the Private Placement Memorandum, execute the Subscription Agreement and applicable Investor Questionnaire (Exhibits A, B, or C), then wire funds per the instructions provided in your subscription packet.

Request the PPM

Begin your subscription.

Accredited investors may request the complete Private Placement Memorandum and subscription documents directly from the Company.

01

Confirm Eligibility

Verify you qualify as an Accredited Investor or non-U.S. Person under SEC Regulation D / S.

02

Review the PPM

Read the Private Placement Memorandum in full, including all Risk Factors disclosed therein.

03

Complete Subscription

Execute the Subscription Agreement and Investor Questionnaire (Exhibit A / B / C) and return to the Company.

04

Wire Your Investment

Remit funds via wire per the instructions contained in your subscription packet.

Thomas W. Hinson III

Chairman & CEO
Subscription Deadline · July 31, 2026