UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~September 3130, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _____

Commission File Number: 000-56115

Woodbridge Liquidation Trust

(Exact name of registrant as specified in its charter)

Delaware		36-7730868
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employment Identification No.)

201 N. Brand Blvd., Suite 200 Glendale, California		91203
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 765-1550

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company’’ and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS

DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☒ No ☐

Woodbridge Liquidation Trust

Form 10-Q

~~March~~September 3130, 2024

Table of Contents

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Net Assets in Liquidation as of March 31, 2024 (Unaudited) and June 30, 2023	1
	Consolidated Statements of Net Assets in Liquidation as of September 30, 2024 (Unaudited) and June 30, 2024	1
	Consolidated Statements of Changes in Net Assets in Liquidation (Unaudited) for the Three Months Ended March 31, 2024 and 2023	2
	Consolidated Statements of Changes in Net Assets in Liquidation (Unaudited) for the Three Months Ended September 30, 2024 and 2023	2
	Consolidated Statements of Changes in Net Assets in Liquidation (Unaudited) for the Nine Months Ended March 31, 2024 and 2023	3
	Notes to Consolidated Financial Statements (Unaudited) for the Three Months Ended September 30, 2024 and 2023	3
	Notes to Consolidated Financial Statements (Unaudited) for the Three and Nine Months Ended March 31, 2024 and 2023	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	32
Item 4.	Controls and Procedures	24
Item 4.	Controls and Procedures	32
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3325
Item 1A.	Risk Factors	3927
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3927
Item 3.	Defaults upon Senior Securities	3927
Item 4.	Mine Safety Disclosures	3927
Item 5.	Other Information	3927
Item 6.	Exhibits	4028

Table of Contents

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

Woodbridge Liquidation Trust and Subsidiaries Consolidated Statements of Net Assets in Liquidation As of ~~March~~September 3130, 2024 and June 30, ~~2023~~2024 ($ In Thousands)

	3/31/2024
	9/30/2024
	(Unaudited)		6/30/~~2023~~2024
Assets
Cash and cash equivalents	$	57,810	$	25,704
Cash, cash equivalents and short-term investments	$	58,421	$	56,010
Restricted cash (Note 3)		4,~~783~~857		4,~~473~~911
Other assets (Note 4)		32,~~113~~509		32,~~415~~459
Total assets	$	65,~~706~~787	$	3363,~~592~~380
Liabilities
Accounts payable and accrued liabilities	$	20281	$	3723
Distributions payable		~~889~~695		~~1,283~~784
Accrued liquidation costs (Note 5)		1921,~~928~~264		2522,~~499~~704
Total liabilities	$	2022,~~837~~240	$	2623,~~819~~511
Commitments and Contingencies (Note 12)
Net Assets in Liquidation
Restricted for Qualifying Victims (Note 6)	$	4,~~188~~125	$	34,~~491~~110
All Interestholders		4039,~~681~~422		335,~~282~~759
Total net assets in liquidation	$	4443,~~869~~547	$	639,~~773~~869

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

PART I.

FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries Consolidated Statements of Changes in Net Assets in Liquidation For the Three Months Ended ~~March~~September 3130, 2024 and 2023 (Unaudited, $ in Thousands)

	Three Months Ended March 31, 2024						Three Months Ended March 31, 2023
	Three Months Ended September 30, 2024						Three Months Ended September 30, 2023
	Restricted For Qualifying Victims		All Interestholders		Total		Restricted For Qualifying Victims			All Interestholders			Total
Net Assets in Liquidation as of beginning of period	$	34,~~541~~110	$	3635,~~278~~759	$	39,~~819~~869	$	3,~~483~~491		$	353,~~669~~282		$	396,~~152~~773
Change in assets and liabilities (Note 7):
Restricted for Qualifying Victims -
Change in carrying value of assets and liabilities, net		~~647~~15		-		~~647~~15		~~(25~~20	)		-			~~(25~~20	)
All Interestholders:
Change in carrying value of assets and liabilities, net		-		43,~~403~~644		43,~~403~~644		-			(932,~~187~~541	)		(932,~~187~~541	)
Distributions (declared) reversed, net		-		-19		-19		-			640			640
Net change in assets and liabilities		-		43,~~403~~663		43,~~403~~663		-			(932,~~181~~581	)		(932,~~181~~581	)
Net Assets in Liquidation as of end of period	$	4,~~188~~125	$	4039,~~681~~422	$	4443,~~869~~547	$	3,~~458~~511		$	2635,~~488~~863		$	2939,~~946~~374

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries Consolidated Statements of Changes in Net Assets in Liquidation For the Nine Months Ended March 31, 2024 and 2023 (Unaudited, $ in Thousands)

	Nine Months Ended March 31, 2024						Nine Months Ended March 31, 2023
	Restricted For Qualifying Victims		All Interestholders		Total		Restricted For Qualifying Victims			All Interestholders			Total
Net Assets in Liquidation as of beginning of period	$	3,491	$	3,282	$	6,773	$	3,485		$	30,910		$	34,395
Change in assets and liabilities (Note 7):
Restricted for Qualifying Victims -
Change in carrying value of assets and liabilities, net		697		-		697		(27	)		-			(27	)
All Interestholders:
Change in carrying value of assets and liabilities, net		-		37,026		37,026		-			(7,066	)		(7,066	)
Distributions (declared) reversed, net		-		373		373		-			2,644			2,644
Net change in assets and liabilities		-		37,399		37,399		-			(4,422	)		(4,422	)
Net Assets in Liquidation as of end of period	$	4,188	$	40,681	$	44,869	$	3,458		$	26,488		$	29,946

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2024 and 2023 (Unaudited)

1) Formation, Organization and Description of Business

Formation

Woodbridge Liquidation Trust (the “Trust”) was established (i) for the purpose of collecting, administering, distributing and liquidating the Trust assets for the benefit of the Trust beneficiaries in accordance with the Liquidation Trust Agreement ~~of the Trust~~ and the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and its ~~Affiliated~~chapter 11 affiliated debtors each a “Debtor” (and collectively, the “Debtors”) dated August 22, 2018 (as amended, modified, supplemented or restated from time to time, the “Plan”); (ii) to resolve disputed claims asserted against the Debtors; (iii) to litigate and/or settle causes of action (“Causes of Action”); and (iv) to pay certain allowed claims and statutory fees, as required by the Plan. ~~Woodbridge Group of Companies, LLC and its Affiliated Debtors are individually referred to herein as a Debtor and collectively as the Debtors.~~ The Trust was formed on February 15, 2019 (the “Plan Effective Date”) as a statutory trust under Delaware law.

On the Plan Effective Date, in accordance with the Plan, (a) the following assets automatically vested in the Trust: (i) an aggregate $5,000,000 in cash from the Debtors for the purpose of funding the Trust’s initial expenses of operation; (ii) certain claims and Causes of Action; (iii) all of the outstanding equity interests of the Wind-Down Entity (as defined below); and (iv) certain other non-real estate related assets, (b) the equity interests of Woodbridge Group of Companies, LLC and Woodbridge Mortgage Investment Fund 1, LLC (together, the “Remaining Debtors”) were cancelled and new equity interests representing all of the newly issued and outstanding equity interests in the Remaining Debtors were issued to the Trust, (c) all of the other Debtors other than the Remaining Debtors were dissolved and (d) the real estate-related assets of the Debtors were automatically vested in the Trust’s wholly-owned subsidiary, Woodbridge Wind-Down Entity LLC (the “Wind-Down Entity”) or one of the Wind-Down Entity’s 43 wholly-owned single member LLCs (the “Wind-Down Subsidiaries”) formed to own the respective real estate assets. The Trust, the Remaining Debtors, the Wind-Down Entity and the Wind-Down Subsidiaries are collectively referred to herein as the “Company.”

As further discussed in Note 8, the Trust has two classes of liquidation trust interests,: Class A Liquidation Trust Interests (the “Class A Interests”) and Class B Liquidation ~~Trust~~ Trust Interests (the “Class B Interests”). The holders of Class A Interests and Class B Interests are collectively referred to as “All Interestholders”. Class A Interests and Class B Interests are collectively referred to as “Liquidation Trust Interests”.

On December 24, 2019, the Trust’s Registration Statement on Form 10 became effective under the Securities Exchange Act of 1934 (the “Exchange Act”). The trading symbol for the Trust’s Class A Interests is WBQNL. Bid and asked prices for the Trust’s Class A Interests are quoted on the OTC Link® ATS, the SEC-registered alternative trading system. The Class A Interests are eligible for the Depository Trust Company’s Direct Registration System ~~(“DRS”)~~ services. The Class B Interests are not registered with the SEC.

Organization The Trust ~~will~~does ~~be terminated~~not ~~upon~~have ~~the~~directors, ~~first~~executive toofficers, ~~occur~~or ofemployees. ~~(i)~~All ~~the making~~ of ~~all~~the ~~distributions~~management ~~required~~and toexecutive beauthority ~~made~~of ~~and~~the aTrust ~~determination~~resides bywith the Liquidation Trustee, ~~that~~subject to the ~~pursuit~~supervision of ~~additional~~a ~~causes~~five-member ofsupervisory ~~action~~board ~~held~~(the by“Supervisory ~~the~~Board”). ~~Trust~~The isWind-Down ~~not~~Entity ~~justified~~is orseparately ~~(ii)~~managed ~~March~~by ~~31, 2026,~~its ~~based~~board onof anmanagers. ~~extension~~ The ofLiquidation ~~the~~Trust ~~term~~Interests ~~which~~are ~~was~~non-voting. ~~approved~~The byholders of the ~~Bankruptcy~~Class ~~Court~~A onInterests ~~December~~and ~~20,~~the ~~2023~~Class ~~(see~~B ~~below).~~Interests ~~Notwithstanding~~have the ~~preceding~~same rights, ~~the~~except ~~termination~~with ~~date~~respect ofto ~~the~~certification, ~~Trust~~transferability ~~may~~and bepayment ~~further~~of ~~extended~~distributions. ~~consistent~~See ~~with~~Note ~~the~~9 ~~terms~~regarding of the ~~Liquidation~~ priority ~~Trust~~and ~~Agreement~~manner ~~and~~of ~~the~~distribution ~~Plan~~of available cash.

~~During~~ ~~the~~The ~~year~~Wind-Down ~~ended June 30~~Entity, ~~2023,~~from ~~the~~time ~~Company~~to ~~concluded that its liquidation activities would not be completed by February 15~~time, ~~2024,~~makes ~~which~~distributions ~~was~~to the ~~original outside termination date of the~~ Trust, ~~for~~as ~~a number of reasons~~available. ~~First,~~The ~~there~~Trust ~~had been significant delays~~ in ~~certain~~ ~~legal~~turn ~~proceedings~~makes ~~where the Company is the plaintiff. Second~~distributions, afrom ~~construction~~time ~~defect claim was asserted against one of the Wind-Down Subsidiaries by the buyer of one of the subsidiary’s single-family homes. The subsidiary has tendered the claim~~ to ~~its insurance carriers; however, the carriers have not yet accepted the claim. At this~~ time, ~~the~~to ~~amount of~~ the ~~liability exposure has not been determined and the subsidiary’s exposure is unknown. The subsidiary is investigating the~~Trust ~~claim~~ beneficiaries, ~~including~~as ~~the extent and causes of the alleged damage and the identification of other potentially responsible persons~~available. ~~Based on the foregoing, the Company currently projects a revised estimated completion date for the Company’s operations~~ ~~of approximately March 31, 2026.~~

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2024 and 2023 (Unaudited)

The ~~Company~~ ~~filed~~Trust awill ~~motion~~be ~~with~~terminated upon the ~~Bankruptcy~~first ~~Court~~to occur of (i) the making of all distributions required to ~~extend~~be made and a determination by the ~~termination~~Liquidation ~~date~~Trustee ofthat the ~~Trust~~pursuit ~~from~~of ~~February~~additional ~~15,~~Causes ~~2024~~of Action ~~through~~held ~~and~~by ~~including~~the Trust is not justified or (ii) March 31, 2026., Onsubject ~~December~~to ~~20,~~the ~~2023,~~extension of such date with the approval of the Bankruptcy Court. ~~granted~~The ~~the~~ Company’s ~~motion~~may toseek ~~extend~~one or more additional extensions of the termination date ~~through~~if ~~and~~it ~~including~~deems ~~March~~it necessary, 31or appropriate to facilitate the orderly liquidation of the Trust’s assets, ~~2026~~including the resolution of the construction defect claim against one of the Wind-Down Subsidiaries (the “Development Entity”), asor ~~requested~~the byresolution of the Company’s ~~Trust~~claims against its insurers and other third parties in connection with the construction defect claim (see Note 12 for additional information) or other reasons.

Description of Business

The Company is required to liquidate its assets and distribute available cash to the Trust beneficiaries. The liquidation activities are carried out by the Trust, the Wind-Down Entity and the Wind-Down Subsidiaries. As ofThe ~~March 31, 2024, the~~ Company ~~presently~~currently ~~estimates~~operates ~~that~~as ~~the~~one ~~liquidation~~reportable ~~activities will be completed by approximately March 31, 2026~~segment.

The Trust is prosecuting various Causes of Action acquired by the Trust pursuant to the Plan and is resolving claims asserted against the Debtors (see Note 11 for additional information). As of ~~March~~September 3130, 2024, the Company is the plaintiff in several pending lawsuits. During the three months ended March 31, 2024, the Company recorded settlement recoveries of approximately $3,328,000. During the three months ended March 31, 2023, no settlement recoveries were recorded. During the nine months ended March 31, 2024 and 2023, the Company recorded settlement recoveries of approximately $37,838,000 and $231,000, respectively, from the settlement of Causes of Action (see Note 1112 for additional information). ~~The Company also recorded liabilities of 5% of the settlement recoveries as amounts payable to the Liquidation Trustee. The Company has accrued an estimate of the amount of legal costs to~~ be incurred to pursue the remaining Causes of Action, excluding contingent fees. As more fully discussed in Note 2, the Company’s consolidated financial statements do not include any estimate of future net recoveries from litigation and settlement, since the Company cannot reasonably estimate them.

The Wind-Down Entities’ operations are almost complete. As of ~~March~~September 3130, 2024, the Wind-Down Subsidiaries owned one performing secured loan and one single-family home subject to a life estate (see Note 4 for additional information). ~~The~~and ~~Wind-Down~~the ~~Entities’~~Development ~~primary~~Entity ~~activities~~is ~~currently~~addressing ~~involve overseeing~~ the resolution of a the construction defect claim ~~and~~against ~~completing~~the ~~repairs~~Development ofEntity a(see ~~previously~~Notes ~~sold~~5 ~~home.~~and 12 for additional information)

AsPursuant ~~more~~to ~~fully~~the ~~discussed~~Wind-Down inEntity’s ~~Note~~Limited 2,Liability ~~the~~ Company ~~uses~~Agreement, the ~~Liquidation~~Wind-Down ~~Basis~~Entity ofshall ~~Accounting.~~dissolve ~~The~~upon ~~Trust~~the ~~currently~~first ~~operates~~to asoccur ~~one~~of ~~reportable~~the ~~segment.~~following: ~~Net~~(i) ~~assets~~the inwritten ~~liquidation~~consent ~~represent~~of the ~~remaining estimated aggregate value available to~~ Trust ~~beneficiaries upon liquidation~~, ~~with~~(ii) ~~no discount for~~ the ~~timing of~~entry ~~proceeds~~of ~~(undiscounted).~~a ~~Net~~decree ~~liquidation~~of ~~proceeds,~~judicial ~~other~~dissolution ~~recoveries~~under ~~and~~Section ~~actual~~18-802 ~~liquidation~~of ~~costs may differ materially from~~ the ~~estimated~~Delaware ~~amounts~~LLC ~~due~~Act toand (iii) the ~~uncertainty~~sale inor ~~the~~other ~~timing~~disposition ~~and~~of ~~requirements~~all of ~~completing~~ the ~~liquidation~~Wind-Down ~~activities~~Assets.

~~The~~As ~~Trust’s~~more ~~expectations~~fully ~~about~~discussed ~~the~~in ~~amount~~Note ~~of any additional distributions~~2, ifthe ~~any,~~Company ~~and~~uses ~~when~~the ~~they~~Liquidation ~~will~~Basis ~~be paid are subject to risks and uncertainties and are based on certain estimates and assumptions, one or more~~ of ~~which may prove to be incorrect~~Accounting. AsNet aassets ~~result, the actual amount of any additional distributions may differ materially, perhaps~~ in ~~adverse~~liquidation ~~ways,~~represent ~~from~~ the ~~Trust~~remaining ~~estimates.~~estimated ~~Furthermore,~~aggregate itvalue isavailable ~~not possible~~ to ~~predict~~All ~~the~~Interestholders ~~timing~~upon ofliquidation, ~~any additional~~with ~~distributions~~no ~~and~~discount ~~any~~for ~~such distributions may not be made within~~ the timing ~~referenced,~~of ifproceeds ~~any, in the consolidated financial statements~~(undiscounted). OnActual ~~August~~net 3,liquidation ~~2023~~proceeds, atother ~~the~~recoveries ~~recommendation~~and ofliquidation ~~the~~costs ~~Liquidation~~may ~~Trustee,~~differ ~~the~~materially ~~Trust~~from ~~suspended~~ the ~~making~~estimated ~~of additional~~amounts ~~distributions~~due ~~pending~~to the ~~results~~uncertainty ofin the ~~Company’s~~timing ~~investigation~~and ~~of a construction defect claim asserted against one of~~ the ~~Wind-Down~~cost ~~Subsidiaries by the buyer~~ of ~~one~~completing of the liquidation ~~subsidiary’s single-family homes~~activities.

The Trust’s expectations about the amount of any additional distributions and when they will be paid are subject to risks and uncertainties and are based on certain estimates and assumptions, one or more of which may prove to be incorrect. No assurance can be given that total distributions will equal or exceed the estimate of net assets in liquidation presented in the consolidated statements of net assets in liquidation. The actual amount of any additional distributions may differ materially, perhaps in adverse ways, from the Trust estimates. Furthermore, it is not possible to predict the timing of any additional distributions to All Interestholders, if any. See Note 9 for additional information relating to the suspension of distributions, other than distributions in respect of Forfeited Assets, which will be made solely to Qualifying Victims (see Note 6 for additional information).

2)	Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with ~~U.S.~~accounting ~~Generally~~principles ~~Accepted~~generally ~~Accounting~~accepted ~~Principles~~in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the consolidated financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods. These consolidated financial statements have been presented in accordance with Accounting Standards Codification (“ASC”) Subtopic 205-30, “Liquidation Basis of Accounting,” as amended by Accounting Standards Update (“ASU”) No. 2013-07, “Presentation of Financial Statements (Topic 205), Liquidation Basis of Accounting”.” The June 30, ~~2023~~2024 consolidated statement of net assets in liquidation included herein was derived from the audited consolidated financial statements as of and for the year ended June 30, 2024 but does not include all disclosures or notes required by U.S. GAAP for complete financial statements.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2024 and 2023 (Unaudited)

All material intercompany accounts and transactions have been eliminated.

Use of Estimates

U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and for the period then ended. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically, and the carrying amounts of assets and liabilities are revised in the period that available information supports a change in the carrying amount.

Liquidation Basis of Accounting

Under the liquidation basis of accounting, all assets are recorded at their estimated net realizable value or liquidation value, which represents the estimated amount of net cash that will be received upon the disposition of the assets (on an undiscounted basis). ~~The measurement of real estate assets~~ ~~was based on current contracts (if any), if contingencies have been removed, estimates and other indications of sales value, net of estimated selling costs.~~

Liabilities, including estimated costs associated with implementing and completing the Plan, are measured in accordance with U.S. GAAP that otherwise apply ~~applies~~ to those liabilities. ~~The~~These ~~Company has recorded~~ estimated ~~development~~amounts ~~costs,~~are ~~estimated~~presented ~~reserves~~in ~~for contingent liabilities including potential construction defect claims and~~ the ~~estimated~~accompanying ~~general~~consolidated ~~and~~statements ~~administrative costs to be incurred until the completion~~ of ~~the~~net ~~liquidation~~assets ofin ~~the Company~~liquidation. ~~When~~As ~~estimating~~additional ~~development~~information ~~costs,~~becomes available the ~~Company~~estimated ~~considered~~amounts ~~estimates~~may ~~of costs to complete punch list items and to address potential construction defect claims and other costs~~change. ~~Projected~~All ~~general~~changes ~~and~~in ~~administrative cost estimates take into account operating costs through~~ the ~~completion of the~~ estimated liquidation value of the Company,’s ~~currently~~assets ~~estimated to~~and beliabilities ~~approximately~~are ~~March~~reflected ~~31,~~as ~~2026,~~a ~~and~~change anto ~~accrual for~~ the ~~administration~~Company’s ofnet ~~potential~~assets ~~construction~~in ~~defect claims~~liquidation.

These estimated amounts are presented in the accompanying consolidated statements of net assets in liquidation. All changes in the estimated liquidation value of the Company’s real estate or other assets and liabilities are reflected as a change to the Company’s net assets in liquidation.

On a quarterly basis, the Company reviews the estimated net realizable values, liquidation costs and the estimated date of the completion of the liquidation of the Company and records any significant changes. If the Company has a change in its plan for the disposition of an asset, the carrying value will be adjusted to reflect this change in the period that the change is approved. The change in value may include the accrued liquidation costs related to the asset.

Other Assets

The Company recognizes recoveries from the settlement of unresolved Causes of Action when an agreement is executed, final court approval is received (if required), and collectability is reasonably assured. ~~The amount recovered may be material to the Company’s net assets in liquidation.~~

An allowance for uncollectible settlement installment receivables is recorded when there is doubt about the collectability of the receivable. The Company records escrow receivables at the amount that is expected to be received when the escrow receivable is released. The Forfeited Assets (see Note 6 for additional information) received from the United States Department of Justice (the “DOJ”), other than cash, have been recorded at their estimated net realizable value.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2024 and 2023 (Unaudited)

An allowance for uncollectible settlement installment receivables is recorded when there is doubt about the collectability of the receivable. The Company records escrow receivables at the amount that is expected to be received when the escrow receivable is released. The Forfeited Assets (Note 6) received from the United States Department of Justice (the “DOJ”), other than cash, have been recorded at their estimated net realizable value.

The Company accrues expected interest earnings when it can reasonably estimate the amount to be received. The Company uses a forward yield curve to estimate the interest rates to be earned and its expected future cash balances to estimate the dollar amount that will earn interest through the expected Trust termination date of March 31, 2026.

The measurement of real estate assets is based on current contracts if contingencies (if any) have been removed, estimates and other indications of sales value, net of estimated costs. The performing loan is recorded at the amount of the contractual interest payments and principal repayment of the loan, net of estimated costs.

In addition, the Company recognizes other amounts to be received based on contractual terms or when the amounts to be received are certain.

Accrued Liquidation Costs

The Company accrues estimated liquidation costs to the extent they are known and are reasonably determinable. These costs consist of (a) estimated development costs, ~~including~~primarily construction costs and professional fees, the costs to complete punch list items and address the Development Entity’s construction defect claim, bond refunds and estimated reserves for contingent liabilities including potential construction defect claims and the administration of such potential construction defect claims after the company’s liquidation activities are completed (see Notes 5 and 12 for additional information) and other costs and (b) estimated general and administrative costs including payroll, legal and other professional fees, trustee and board fees, rent and other office related expenses, and other general and administrative costs to operate the Company ~~and~~until the ~~administration~~completion of ~~construction~~the ~~defect~~liquidation ~~claims~~of the Company, currently estimated to be approximately March 31, 2026.

Cash Equivalents and Short-Term Investments

The Company considers ~~short-term~~certificates ~~investments~~of deposit that have a maturity date of 90 days or less at the time of investment to be a cash ~~equivalent~~equivalents. The Company considers certificates of deposit that have a maturity date of more than 90 days to be short-term investments.

Restricted Cash

Restricted cash includes cash that can only be used for certain specified purposes as described in Note 3.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, short-term investments and restricted cash, which are held as deposits in ~~several~~ multiple financial institutions. The deposit balances in any one financial institution may exceed the Federal Deposit Insurance Corporation (the “FDIC”) insurance ~~limits~~limit of $250,000. The Company mitigates this risk by using sweep accounts, ~~at multiple~~when ~~financial~~available, ~~institutions~~ to reduce deposit balances at any one financial institution consistent with FDIC insurance limits.

Income Taxes

The Trust is intended to be treated as a grantor trust for income tax purposes and, accordingly, is not subject to federal or state income tax on any income earned or gain recognized by the Trust. The Trust’s beneficiaries will be treated as the owner of a pro rata portion of each asset, including cash and each liability ofreceived by and held by the Trust. Each beneficiary will be required to report on his or her federal and state income tax return his or her pro rata share of taxable income, including gains and losses recognized by the Trust. Accordingly, there is no provision for federal or state income taxes recorded in the accompanying consolidated financial statements.

The Company regularly analyzes its various federal and state filing positions and only recognizes the income tax effect in the consolidated financial statements when certain criteria regarding uncertain income tax positions have been met. The Company believes that its income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provision for uncertain income tax positions has been recorded in the consolidated financial statements.6

Net Assets in Liquidation - Restricted for Qualifying Victims

The Company separately presents the portion of net assets in liquidation that are restricted for Qualifying Victims (see Note 6) from the net assets in liquidation that are available to All Interestholders.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2024 and 2023 (Unaudited)

Net Assets in Liquidation - Restricted for Qualifying Victims

The Company separately presents the portion of net assets in liquidation that are restricted for Qualifying Victims from the net assets in liquidation that are available to All Interestholders (see Note 6 for additional information).

Reclassifications

The Company has reclassified certain amounts related to its prior period consolidated financial statements to conform to its current period presentation.

3)	Restricted Cash

The Company’s restricted cash as of ~~March~~September 3130, 2024 (unaudited), with comparative information as of June 30, ~~2023~~2024, is as follows ($ in thousands):

	March 31, 2024		June 30, 2023
	September 30, 2024		June 30, 2024
Forfeited Assets (Note 6)	$	34,~~891~~160	$	34,~~190~~125
Distributions restricted by the Company related to unresolved claims, distributions for recently allowed claims, uncashed distribution checks, distributions withheld due to pending avoidance actions and distributions that the Trust is waiting for further beneficiary information		~~892~~697		~~1,283~~786
Total restricted cash	$	4,~~783~~857	$	4,~~473~~911

4)	Other Assets

The Company’s other assets as of ~~March~~September 3130, 2024 (unaudited), with comparative information as of June 30, ~~2023~~2024, are as follows ($ in thousands):

	March 31, 2024		June 30, 2023
	September 30, 2024		June 30, 2024
Accrued interest (a)	$	21,~~070~~864	$	1,~~574~~790
Real estate assets, net (b)		~~460~~489		~~960~~498
Forfeited Assets (Note 6) (a)		410		435
Settlement receivables, net (c)		97		67
Settlement receivables, net (c)		79		254
Forfeited Assets (Note 6) (a)(d)		12		58
Escrow receivable (d)		52		150
Other		47		46
Other		42		42
Total other assets	$	2,509	$	2,459
Total other assets	$	3,113	$	3,415

(a) The Company accrues interest in the amount that it estimates it will earn on its cash on deposit during the period from ~~April~~October 1, 2024 through March 31, 2026 and during the period from July 1, ~~2023~~2024 through March 31, 2026, respectively. The accrued interest relating to Forfeited Assets is included in the Forfeited Assets line.

8(b) Real estate at September 30, 2024 and June 30, 2024 consists of one performing loan secured by properties located in the state of Ohio (see Note 12 for additional information) and one single-family home subject to a life estate located in the state of Florida.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2024 and 2023 (Unaudited)

(bc) ~~Real~~Net ~~estate assets at March 31, 2024 consisted~~ of ~~one~~an ~~performing~~allowance ~~loan~~for ~~secured~~uncollectible bysettlement ~~a property located in the state of Ohio and one single-family home subject to a life estate located in the state of Florida. Real estate assets at June 30~~receivables, ~~2023~~which ~~consisted~~was of one performing loan secured by a property located in the state of Ohio, one single-family home subject to a life estate located in the state of Florida and one real property located in the state of Hawaii. During the three months ended March 31, 2024, the Company did not sell any real estate assets. During the three months ended March 31, 2023, the company sold one single-family home and settled one secured loan for approximately $25141,~~400,~~000 inas ~~the~~of ~~aggregate.~~September ~~During the nine months ended March 31~~30, 2024, ~~the Company sold the real property located in Hawaii for net proceeds of approximately $500,000. During the nine months ended March 31, 2023, the Company sold one single-family home~~ and ~~settled~~June ~~one secured loan for net proceeds of approximately $25~~30,~~400,000~~ ~~in the aggregate~~2024.

(cd) ~~Net~~Includes ofaccrued aninterest ~~allowance~~of ~~for uncollectible settlement receivables, which was~~ approximately $~~141~~12,000 and $6336,000 asat ofSeptember ~~March 31~~30, 2024 and June 30, ~~2023~~2024, respectively.

(d) The escrow receivable as of March 31, 2024 and June 30, 2023 relates to one single-family home that was sold during the year ended June 30, 2023. The amount was held back at the close of escrow to cover specific repairs to the property. As repairs are completed, the costs associated with the repairs are deducted from the escrow receivable.

5)	Accrued Liquidation Costs

The following is a summary of the items included in accrued liquidation costs as of ~~March~~September 3130, 2024 (unaudited), with comparative information as of June 30, ~~2023~~2024 ($ in thousands):

	March 31, 2024		June 30, 2023
	September 30, 2024		June 30, 2024
Development and holding costs	$	4,264	$	4,757
Development costs	$	8,749	$	8,888
General and administrative costs:
Legal and other professional fees		96,~~734~~547		137,~~308~~453
Directors and officers insurance		3,~~068~~132		3,~~442~~132
Payroll and payroll-related		1,~~918~~983		2,~~757~~273
Board fees and expenses		~~480~~450		~~742~~525
Other		~~464~~403		~~493~~433
Total general and administrative costs		1512,~~664~~515		2013,~~742~~816
Total accrued liquidation costs	$	1921,~~928~~264	$	2522,~~499~~704

The Company’s accrued development costs include estimated costs related to the initial phase of repair of the construction defect claim asserted against the Development Entity. The development costs also include legal and professional fees for pursuing litigation related to the construction defect and related insurance claims. The Company is currently unable to estimate the costs to complete subsequent phases of repair or whether all or a portion of the costs of such repair will ultimately be borne by third parties (including the Company’s insurers). See Note 12 for additional information.

Accrued liquidation costs assume the completion of the liquidation activities by March 31, 2026. In addition, a portion of the accrued liquidation costs relate to estimated reserves for contingent liabilities including other potential construction defect claims and the administration of such claims after the Company’s liquidation activities are completed.

6)	Forfeited Assets - Restricted for Qualifying Victims

The Trust entered into a resolution agreement with the DOJ which provided that the Trust would receive the assets forfeited (the “Forfeited Assets”) by Robert and Jeri Shapiro. The agreement provided for the release of specified Forfeited Assets by the DOJ to the Trust and for the Trust to liquidate those assets and distribute the net sale proceeds to ~~Qualifying~~ Qualifying Victims. Qualifying Victims ~~include~~consist ~~the vast majority~~ of ~~Trust~~the ~~beneficiaries (specifically, all~~ former holders of allowed Class 3 and 5 claims as of the Plan Effective Date and their permitted assigns), but do not include former holders of Class 4 claims. Distributions to Qualifying ~~Qualifying~~ Victims are to be allocated pro-rata based on their net allowed Class 3 and Class 5 claims (the “Net Allowed Class 3 and Class 5 Claims”) plus unresolved Class 3 and Class 5 claims without considering the (i) 5% enhancement for contributing their ~~causes~~Causes of ~~action~~Action and (ii) 72.5% Class 5 coefficient. As of September 30, 2024, the Net Allowed Class 3 and Class 5 Claims were approximately $881,540,000 and net unresolved Class 3 and Class 5 claims were approximately $50,000 (together referred to as the “Total Net Qualifying Victim Claims”). Because of the requirement to distribute the net sale proceeds of the Forfeited Assets to Qualifying Victims only, the Forfeited Assets as of September 30, 2024 and June 30, 2024 are presented in the consolidated statement of net assets in liquidation as restricted for Qualifying Victims.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2024 and 2023 (Unaudited)

In March 2021, the Trust received certain Forfeited Assets from the DOJ, including cash, ~~wine, jewelry, handbags, clothing, shoes, art, gold~~ and other assets. ~~The~~and the Company recorded the total estimated net realizable value of the Forfeited Assets of approximately $3,459,000. ~~During~~ On February 23, 2024, the ~~three~~Trust received and ~~nine~~recorded ~~months~~approximately ~~ended~~$560,000 ~~March~~in ~~31,~~cash ~~2024,~~from the ~~Company~~DOJ ~~sold~~that ~~the~~was ~~remaining~~forfeited ~~handbags~~by ~~and~~a ~~some~~co-defendant of ~~the~~Robert ~~jewelry~~Shapiro. ~~and~~As ~~art.~~of ~~During~~September ~~the~~30, ~~three~~2024 and ~~nine~~June ~~months ended March 31~~30, ~~2023~~2024, the Company had sold a majority of the non-cash ~~automobile,~~assets. ~~and~~The ~~some~~Company ofsold the ~~jewelry,~~last ~~handbags, clothing,~~non-cash ~~shoes~~asset ~~and~~in ~~art~~October 2024.

On ~~February~~The ~~23,~~Forfeited ~~2024,~~Assets ~~the~~included ~~Trust received approximately $560,000~~ in ~~cash from~~ the ~~DOJ~~Company’s ~~that~~September ~~was~~30, ~~forfeited~~2024 by(unaudited) aand ~~co-defendant~~June of30, ~~Robert~~2024 ~~Shapiro.~~consolidated ~~These~~financial ~~additional~~statements ~~Forfeited Assets~~ are ~~also~~as tofollows ($ bein ~~distributed to Qualifying Victims.~~ thousands):

The Forfeited Assets included in the Company’s March 31, 2024 (unaudited) and June 30, 2023 consolidated financial statements are as follows ($ in thousands):

	September 30, 2024			June 30, 2024

Restricted cash (Note 3)	$	4,160		$	4,125
Other assets (Note 4)		12			58
Accrued liquidation costs - primarily legal and professional fees		(47	)		(73	)
Net assets in liquidation - restricted for Qualifying Victims	$	4,125		$	4,110

	March 31, 2024			June 30, 2023
Restricted cash (Note 3)	$	3,891		$	3,190
Other assets (Note 4)		410			435
Accrued liquidation costs - primarily legal and professional fees		(113	)		(134	)
Net assets in liquidation - restricted for Qualifying Victims	$	4,188		$	3,491

On September 19, 2024, a distribution of the net sales proceeds of the Forfeited Assets of approximately $4,100,000 was approved by the Supervisory Board, which represents a distribution of approximately $4.65 per $1,000 of Total Net Qualifying Victim Claims. The Trust expects to make the distribution, which is to be paid solely to Qualifying Victims, by December 31, 2024.

7)	Net Change in Assets and Liabilities

Restricted for Qualifying Victims:

The following provides details of the change in the carrying value of assets and liabilities, net during the three months ended ~~March~~September 3130, 2024 (unaudited) ($ in thousands) ~~(unaudited)~~:

	Cash			Remeasure-
	Activities			ment		Total
Cash and cash equivalents	$	-		$	-	$	-
Restricted cash		595			-		595
Other assets		(38	)		84		46
Total assets	$	557		$	84	$	641
Accounts payable and accrued liabilities	$	-		$	-	$	-
Accrued liquidation costs		(6	)		-		(6	)
Total liabilities	$	(6	)	$	-	$	(6	)
Change in carrying value of assets and liabilities, net	$	563		$	84	$	647

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2024 and 2023 (Unaudited)

The following provides details of the change in the carrying value of assets and liabilities, net during the three months ended March 31, 2023 ($ in thousands) (unaudited):

	Cash			Remeasure-
	Activities			ment		Total

Cash, cash equivalents and short-term investments	$	-		$	-	$	-
Restricted cash		35			-		35
Other assets		(61	)		15		(46	)
Total assets	$	(26	)	$	15	$	(11	)

Accounts payable and accrued liabilities	$	-		$	-	$	-
Accrued liquidation costs		(26	)		-		(26	)
Total liabilities	$	(26	)	$	-	$	(26	)

Change in carrying value of assets and liabilities, net	$	-		$	15	$	15

	Cash			Remeasure-
	Activities			ment			Total
Cash and cash equivalents	$	-		$	-		$	-
Restricted cash		75			-			75
Other assets		(77	)		(25	)		(102	)
Total assets	$	(2	)	$	(25	)	$	(27	)
Accounts payable and accrued liabilities	$	-		$	6		$	6
Accrued liquidation costs		(8	)		-			(8	)
Total liabilities	$	(8	)	$	6		$	(2	)
Change in carrying value of assets and liabilities, net	$	6		$	(31	)	$	(25	)

The following provides details of the change in the carrying value of assets and liabilities, net during the three months ended September 30, 2023 (unaudited) ($ in thousands):

The following provides details of the change in the carrying value of assets and liabilities, net during the nine months ended March 31, 2024 ($ in thousands) (unaudited):

	Cash			Remeasure-
	Activities			ment		Total

Cash, cash equivalents and short-term investments	$	-		$	-	$	-
Restricted cash		82			-		82
Other assets		(74	)		8		(66	)
Total assets	$	8		$	8	$	16

Accounts payable and accrued liabilities	$	-		$	-	$	-
Accrued liquidation costs		(4	)		-		(4	)
Total liabilities	$	(4	)	$	-	$	(4	)

Change in carrying value of assets and liabilities, net	$	12		$	8	$	20

	Cash			Remeasure-
	Activities			ment		Total
Cash and cash equivalents	$	-		$	-	$	-
Restricted cash		701			-		701
Other assets		(146	)		121		(25	)
Total assets	$	555		$	121	$	676
Accounts payable and accrued liabilities	$	-		$	-	$	-
Accrued liquidation costs		(21	)		-		(21	)
Total liabilities	$	(21	)	$	-	$	(21	)
Change in carrying value of assets and liabilities, net	$	576		$	121	$	697

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2024 and 2023 (Unaudited)

The following provides details of the change in the carrying value of assets and liabilities, net during the nine months ended March 31, 2023 ($ in thousands) (unaudited):

	Cash			Remeasure-
	Activities			ment			Total
Cash and cash equivalents	$	-		$	-		$	-
Restricted cash		775			-			775
Other assets		(793	)		(25	)		(818	)
Total assets	$	(18	)	$	(25	)	$	(43	)
Accounts payable and accrued liabilities	$	-		$	6		$	6
Accrued liquidation costs		(22	)		-			(22	)
Total liabilities	$	(22	)	$	6		$	(16	)
Change in carrying value of assets and liabilities, net	$	4		$	(31	)	$	(27	)

All Interestholders

	Cash			Remeasure-
	Activities			ment			Total
Cash and cash equivalents	$	1,786		$	-		$	1,786
Cash, cash equivalents and short-term investments	$	2,392		$	-		$	2,392
Restricted cash		-			(1-	)		(1-	)
Other assets		(3,~~963~~827	)		43,~~560~~923			~~597~~96
Total assets	$	(21,~~177~~435	)	$	43,~~559~~923		$	2,~~382~~488
Accounts payable and accrued liabilities	$	(~~260~~1	)	$	~~246~~259		$	~~(14~~258	)
Accrued liquidation costs		(1,~~920~~514	)		~~(87~~100	)		(21,~~007~~414	)
Total liabilities	$	(21,~~180~~515	)	$	~~159~~359		$	(21,~~021~~156	)
Change in carrying value of assets and liabilities, net	$	380		$	43,~~400~~564		$	43,~~403~~644

~~During~~The ~~the~~following ~~three~~provides ~~months~~details ~~ended~~of ~~March~~the ~~31, 2024, there were no~~ distributions (declared) reversed~~. Distributions payable decreased by approximately $5~~,~~000~~ net during the three months ended ~~March~~September 3130, 2024. (unaudited) ($ in thousands):

Distributions declared	$	-
Distributions reversed		19
Distributions (declared) reversed, net	$	19

Distributions payable decreased by approximately $89,000 during the three months ended September 30, 2024.

The following provides details of the change in the carrying value of assets and liabilities, net during the three months ended September 30, 2023 ($ in thousands) (unaudited):

	Cash			Remeasure-
	Activities			ment			Total

Cash, cash equivalents and short-term investments	$	14,663		$	-		$	14,663
Restricted cash		9			-			9
Other assets		(398	)		17,519			17,121
Total assets	$	14,274		$	17,519		$	31,793

Accounts payable and accrued liabilities	$	(1,212	)	$	2,485		$	1,273
Accrued liquidation costs		(1,942	)		(79	)		(2,021	)
Total liabilities	$	(3,154	)	$	2,406		$	(748	)

Change in carrying value of assets and liabilities, net	$	17,428		$	15,113		$	32,541

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2024 and 2023 (Unaudited)

The following provides details of the ~~change~~distributions in(declared) ~~the carrying value of assets and liabilities~~reversed, net during the three months ended ~~March~~September 3130, 2023 ($ in thousands) (unaudited):

	Cash			Remeasure-
Distributions declared	$	-
	Activities			ment			Total
Distributions reversed		40
Cash and cash equivalents	$	23,123		$	-		$	23,123
Distributions (declared) reversed, net	$	40
Restricted cash		15			-			15
Other assets		(25,480	)		(1,723	)		(27,203	)
Total assets	$	(2,342	)	$	(1,723	)	$	(4,065	)
Accounts payable and accrued liabilities	$	(191	)	$	427		$	236
Accrued liquidation costs		(2,273	)		7,159			4,886
Total liabilities	$	(2,464	)	$	7,586		$	5,122
Change in carrying value of assets and liabilities, net	$	122		$	(9,309	)	$	(9,187	)

~~The~~Distributions ~~following~~payable ~~provides~~decreased ~~details~~by ofapproximately ~~the distributions (declared) reversed~~$40, ~~net~~ 000 during the three months ended ~~March~~September 3130, 2023 ~~($ in thousands) (unaudited):~~.

Distributions declared	$	(14	)
Distributions reversed		20
Distributions (declared) reversed, net	$	6

Distributions payable did not change during the three months ended March 31, 2023.

The following provides details of the change in the carrying value of assets and liabilities, net during the nine months ended March 31, 2024 ($ in thousands) (unaudited):

	Cash			Remeasure-
	Activities			ment			Total
Cash and cash equivalents	$	31,728		$	-		$	31,728
Restricted cash		9			(1	)		8
Other assets		(39,948	)		39,686			(262	)
Total assets	$	(8,211	)	$	39,685		$	31,474
Accounts payable and accrued liabilities	$	(2,752	)	$	2,735		$	(17	)
Accrued liquidation costs		(5,479	)		(56	)		(5,535	)
Total liabilities	$	(8,231	)	$	2,679		$	(5,552	)
Change in carrying value of assets and liabilities, net	$	20		$	37,006		$	37,026

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three and Nine Months Ended March 31, 2024 and 2023 (Unaudited)

The following provides details of the distributions (declared) reversed, net during the nine months ended March 31, 2024 ($ in thousands) (unaudited):

Distributions declared	$	-
Distributions reversed		373
Distributions (declared) reversed, net	$	373

Distributions payable decreased by approximately $394,000 during the nine months ended March 31, 2024.

The following provides details of the change in the carrying value of assets and liabilities, net during the nine months ended March 31, 2023 ($ in thousands) (unaudited):

	Cash			Remeasure-
	Activities			ment			Total
Cash and cash equivalents	$	16,584		$	-		$	16,584
Restricted cash		16			-			16
Other assets		(29,345	)		(1,431	)		(30,776	)
Total assets	$	(12,745	)	$	(1,431	)	$	(14,176	)
Accounts payable and accrued liabilities	$	(224	)	$	554		$	330
Accrued liquidation costs		(13,347	)		5,907			(7,440	)
Total liabilities	$	(13,571	)	$	6,461		$	(7,110	)
Change in carrying value of assets and liabilities, net	$	826		$	(7,892	)	$	(7,066	)

The following provides details of the distributions (declared) reversed, net during the nine months ended March 31, 2023 ($ in thousands) (unaudited):

Distributions declared	$	(14	)
Distributions reversed		2,658
Distributions (declared) reversed, net	$	2,644

Distributions payable decreased by approximately $67,547,000 during the nine months ended March 31, 2023.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three and Nine Months Ended March 31, 2024 and 2023 (Unaudited)

8)	Liquidation Trust Interests

The following table summarizes the Liquidation Trust Interests (rounded) for the ~~nine~~three months ended ~~March~~September 3130, 2024 and 2023 (unaudited):

	For the Nine Months Ended March 31,
	For the Three Months Ended September 30,
	2024					2023
Liquidation Trust Interests	Class A			Class B		Class A			Class B
Outstanding at beginning of period		11,~~515~~516,~~800~~474			675,~~617~~951		11,~~513~~515,~~535~~800			675,617
Allowed claims		84-			-		~~1,348~~-			-
5% enhancement for certain allowed claims		-			-		67-			-
Settlement of claims by cancelling Liquidation
Trust Interests		(~~1,222~~667	)		-		(~~760~~1,222	)		-
Outstanding at end of period		11,~~514~~515,~~662~~807			675,~~617~~951		11,514,~~190~~578			675,617

Of At the 11Plan Effective Date,~~514~~ certain claims were disputed. As those disputed claims are resolved,~~662~~ additional Class A Interests ~~outstanding~~and at(if applicable) Class B Interests are issued on account of allowed claims and no Class A Interests or Class B Interests are issued on account of disallowed claims. The ~~March~~following ~~31,~~table ~~2024,~~summarizes ~~11,435,288~~the ~~are~~unresolved ~~held~~claims byagainst ~~Qualifying~~the ~~Victims~~Debtors as they relate to Liquidation Trust Interests (~~see~~rounded) ~~Note~~for 6the three months ended September 30, 2024 and 2023 (unaudited).:

At the Plan Effective Date, certain claims were disputed. As those disputed claims are resolved, additional Class A Interests and (if applicable) Class B Interests are issued on account of allowed claims or Class A Interests and (if applicable) Class B Interests are cancelled. No Class A Interests or Class B Interests are issued on account of disallowed claims.

	For the Three Months Ended September 30,
	2024				2023
Liquidation Trust Interests	Class A		Class B		Class A		Class B

Reserved for unresolved claims at beginning of period		2,078		-		13,875		333
Allowed claims		-		-		-		-
5% enhancement for certain allowed claims		-		-		-		-
Disallowed claims		-		-		-		-
Reserved for unresolved claims at end of period		2,078		-		13,875		333

The following table summarizes the unresolved claims against the Debtors as they relate to Liquidation Trust Interests (rounded) for the nine months ended March 31, 2024 and 2023 (unaudited):

	For the Nine Months Ended March 31,
	2024					2023
Liquidation Trust Interests	Class A			Class B		Class A			Class B
Reserved for unresolved claims at beginning of period		13,875			333		90,793			333
Allowed claims		(84	)		-		(1,348	)		-
Disallowed claims		(9,000	)		-		(75,570	)		-
Reserved for unresolved claims at end of period		4,791			333		13,875			333

Of the 4,791 Class A Interests relating to unresolved claims at March 31, 2024, 1,880 were for Qualifying Victims (see Note 6).

9)	Distributions

The Plan provides for a distribution waterfall that specifies the priority and manner of distribution of available cash to all Interestholders, excluding distributions to Qualifying Victims of the net sales proceeds from Forfeited Assets (see Note 6 for additional information). Distributions are to be made (a) to the Class A Interests until they have received distributions of $75.00 per Class A Interest; thereafter (b) to the Class B Interests until they have received distributions of $75.00 per Class B Interest; thereafter (c) to each Liquidation Trust Interest (whether a Class A Interest or Class B Interest) until the aggregate of all distributions made pursuant to this clause equals an amount equivalent to interest, at a per annum fixed rate of 10%, compounded annually, accrued on the ~~aggregate~~ aggregate principal amount of all Net Note Claims, Allowed General Unsecured Claims and Net Unit Claims, all as defined in the Plan, treating each distribution pursuant to (a) and (b) above as reductions of such principal amount; and thereafter (d) to the holders of Allowed Subordinated Claims, as defined in the Plan, until such claims are paid in full, including interest, at a per annum fixed rate of 10% or such higher rate as may be agreed to, as provided for in the Plan, compounded annually, accrued on the principal amount of each Allowed Subordinated Claim, as defined.

1512

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2024 and 2023 (Unaudited)

On August 3, 2023, the Supervisory Board, at the recommendation of the ~~Liquidation~~ Liquidation Trustee, ~~the Trust~~ suspended the making of additional Trust distributions to Interestholders, pending the ~~results~~result of the ~~Company’s~~ investigation of a construction defect claim asserted against ~~one~~the ofDevelopment Entity by the ~~Wind~~buyer of a single-~~Down~~family home ~~Subsidiaries~~sold by the ~~buyer~~Development Entity. Holders of ~~one~~Liquidation Trust Interests are advised that, the Trust has liquidated substantially all of its real estate assets, and given the ~~subsidiary’s~~pending construction defect claim, the Trust is unable to ~~single-family~~ estimate ~~homes.~~the ~~There~~timing ~~were~~and noamount of future distributions, ~~declared~~if orany, ~~paid~~other ~~during~~than the ~~three~~distribution ~~and~~described ~~nine~~above ~~months~~solely ~~ended~~in ~~March~~respect 31of Forfeited Assets to be made to Qualifying Victims (see Notes 5, ~~2024~~6 and 12 for additional information).

There were no distributions to Interestholders declared or paid during the three months ended ~~March~~September 3130, ~~2023.~~2024 ~~The~~or ~~following distribution was paid during the nine months ended March 31,~~ 2023. ~~relating to the tenth distribution ($ in millions, except for $ per Class A Interest):~~

					Nine Months Ended March 31, 2023 ($ in Millions)
	Date Declared		$ per Class A Interest		Total Declared		Paid		Deposits Into Restricted Cash Account
Tenth	6/15/2022	(a)	$	5.63	$	-	$	64.19	$	0.82

(a) The distribution was declared on June 15, 2022 and was paid on July 15, 2022. The deposit into the restricted cash account with respect to the tenth distribution was made on July 26, 2022.

As claims are resolved, additional Class A Interests may be issued or cancelled. Therefore, the total amount of a distribution declared may change. In addition, distributions may change if Interestholders that were previously deemed to have forfeited their rights to receive Class A Interest distributions subsequently respond and if overpaid distributions are returned.

For every distribution, a deposit is made into a restricted cash account for amounts (a) payable for Class A Interests that may be issued in the future upon the allowance of unresolved claims, (b) in respect of Class A Interests issued on account of recently allowed claims, (c) for holders of Class A Interests who failed to cash distribution checks mailed in respect of prior distributions, (d) for distributions that were withheld due to pending avoidance actions and (e) for holders of Class A Interests for which the Trust is waiting for further beneficiary information.

During the three months ended ~~March~~September 3130, 2024 ~~and 2023~~, as (a) claims were resolved, (b) claims were recently allowed, (c) addresses for holders of uncashed distribution checks were obtained, (d) pending avoidance actions were resolved and (e) further beneficiary information was received, distributions of approximately $570,000 ~~and $14,000, respectively,~~ were paid to holders of Class A Interests from the restricted cash account and distributions payable were reduced by the same ~~amounts~~amount. ~~During the nine months ended March 31, 2024 and 2023,~~ No distributions ~~of approximately $20,000 and $718,000, respectively,~~ were paid toduring ~~holders of Class A Interests from~~ the ~~restricted~~three ~~cash~~months ~~account~~ended ~~and~~September ~~distributions~~30, ~~payable were reduced by the same amounts~~2023.

During ~~both~~ the three months ended ~~March~~September 3130, 2024 and 2023, as a result of claims being disallowed or Class A Interests being cancelled, ~~no amounts were released from the restricted cash account and therefore distributions payable were not reduced. During the nine months ended March 31, 2024 and 2023,~~ approximately $~~373~~19,000 and $240,~~650,~~000, respectively, was ~~were~~ released from the restricted cash account and distributions payable were reduced by the same ~~amounts~~ amount.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three and Nine Months Ended March 31, 2024 and 2023 (Unaudited)

During the three and nine months ended March 31, 2023, approximately $20,000 was received from Interestholders that had been overpaid on prior distributions. During the three and nine months ended March 31, 2024, no Interestholders repaid amounts related to prior distributions.

As a result of distribution checks that had not been cashed within 180 days of their issuance, Interestholders were deemed to have forfeited their rights to reserved and future Class A Interest distributions. During the three and nine months ended March 31, 2024, no Interestholders that had previously been deemed to have forfeited their rights to receive Class A Interest distributions had responded. During the three and nine months ended March 31, 2023, some Interestholders that had previously been deemed to have forfeited their rights to receive Class A Interest distributions had responded and, therefore, approximately $14,000 and $26,000, respectively, were added to the restricted cash account and distributions payable were increased by the same amounts.

10)	Related Party Transactions

~~Terry~~The ~~Goebel,~~Liquidation aTrustee ~~former member~~ of the Trust ~~Supervisory Board,~~ is ~~president~~entitled ~~and~~to areceive ~~principal~~5% ~~owner~~ of G3the ~~Group~~total LAgross ~~(“G3”),~~amount arecovered ~~construction~~by ~~firm specializing~~the inTrust from the ~~development~~pursuit of ~~high-end~~the ~~luxury~~Causes ~~residences.~~of ~~G3 is owned by Terry Goebel and his son Kelly Goebel~~Action. During the ~~year~~three months ended ~~June~~September 30, 2024 and 2023, ~~the~~approximately ~~Company~~$256,000 ~~completed~~and ~~its~~$2,480,000, ~~contract~~respectively, ~~with~~were G3accrued ~~for~~as ~~the~~amounts ~~development~~due ofto ~~one~~the ~~single-family home in Los Angeles, California~~Liquidation Trustee. As of ~~March~~September 3130, 2024 and June 30, 2024, ~~2023~~approximately $274,000 ~~there~~and $18,000, respectively, were nopayable to the Liquidation Trustee. ~~remaining~~ These amounts are included in accounts payable ~~under~~and ~~this~~accrued ~~contract.~~liabilities ~~During~~in the ~~three~~accompanying ~~months~~consolidated ~~ended~~statements ~~March~~of ~~31,~~net ~~2024~~assets ~~and~~in ~~2023,~~liquidation. ~~and~~During the ~~nine~~three months ended ~~March~~September 3130, ~~2024~~2023, ~~and~~approximately ~~2023~~$1,212,000, nowas ~~payments~~paid to the Liquidation Trustee. No amounts were paid byto the ~~Company~~Liquidation toTrustee G3during ~~related~~the tothree ~~this~~months ~~contract~~ended September 30, 2024.

The Liquidation Trustee of the Trust is entitled to receive 5% of the total gross amount recovered by the Trust from the pursuit of the Causes of Action. During the three months ended March 31, 2024 and 2023, approximately $250,000 and $21,000, respectively, and during the nine months ended March 31, 2024 and 2023, approximately $2,730,000 and $30,000, respectively, were accrued as amounts due to the Liquidation Trustee. As of March 31, 2024 and June 30, 2023, approximately $14,000 and $32,000, respectively, were payable to the Liquidation Trustee. These amounts are included in accounts payable and accrued liabilities in the accompanying consolidated statements of net assets in liquidation. During the three months ended March 31, 2024 and 2023, approximately $261,000 and $83,000, respectively, and during the nine months ended March 31, 2024 and 2023, approximately $2,748,000 and $83,000, respectively, were paid to the Liquidation Trustee. 13

In November 2019, the Trust entered into an arrangement with Akerman LLP, a law firm based in Miami, Florida, of which the Liquidation Trustee is a partner, for the provision, at the option of the Trust on an as-needed basis, of e-discovery and related litigation support services in connection with the Trust’s prosecution of the Causes of Action. Under the arrangement, the Trust is charged for the services at scheduled rates per task which, depending on the specific task, include flat rates, rates based on volume of data processed, rates based on the number of data users, the hourly rates of Akerman LLP personnel, or other rates. During the three months ended March 31, 2024 and 2023, approximately $90,000 and $94,000, respectively, and during the nine months ended March 31, 2024 and 2023, approximately $302,000 and $362,000, respectively, were paid related to these services and there are no outstanding payables as of March 31, 2024 and June 30, 2023.

The executive officers of the Wind-Down Entity were entitled to a bonus based on the Wind-Down Entity achieving certain specified cumulative amounts of distributions to the Trust. Effective January 1, 2023, there were no remaining bonus arrangements for the executive officers. Accordingly, no amounts are accrued as of March 31, 2024 and June 30, 2023. During the three months ended March 31, 2024 and 2023, there were no bonus payments. During the nine months ended March 31, 2024, no amounts were paid related to bonuses and during the nine months ended March 31, 2023, approximately $3,273,000 was paid related to bonuses.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2024 and 2023 (Unaudited)

In November 2019, the Trust entered into an arrangement with Akerman LLP, a law firm based in Miami, Florida, of which the Liquidation Trustee is a partner, for the provision, at the option of the Trust on an as-needed basis, of e-discovery and related litigation support services in connection with the Trust’s prosecution of the Causes of Action. Under the arrangement, the Trust is charged for the services at scheduled rates per task which, depending on the specific task, include flat rates, rates based on volume of data processed, rates based on the number of data users, the hourly rates of Akerman LLP personnel, or other rates. During the three months ended September 30, 2023, approximately $106,000 was paid related to these services. No amounts were paid relating to these services during the three months ended September 30, 2024. There are no outstanding payables to Akerman LLP as of September 30, 2024 and June 30, 2024.

11)	Causes of Action

One of the Trust’s liquidation activities is to litigate and/or settle Causes of Action. The ~~Trust~~main ~~has~~areas ~~pursued~~of litigation have involved actions against Comerica Bank, nine law firms and 10 individual attorneys. As of ~~March~~September 3130, 2024, the case against Comerica Bank had been settled and the cases against ~~eight~~the law firms and ~~nine~~the individual attorneys ~~have~~had been settled or dismissed. ~~and~~During ~~litigation~~the three months ended September 30, 2024, the case against ~~one~~the remaining law firm and anone individual attorney iswas ~~pending~~settled. ~~The~~During ~~Company~~the three months ended September 30, 2023, the cases against three law firms and three individual attorneys were settled. The Company recognizes recoveries from settlements when an agreement is executed, final court approval is received (if required), and collectability is reasonably assured.

The Trust has also filed numerous avoidance actions, most of which have been resolved, resulting in settlement recoveries by or judgments in favor of the Trust. As of ~~March 31~~September 30, 2024, 20 34 legal actions remain pending. Additionally, since February 15, 2019 and as of ~~March~~September 3130, 2024, the Trust has obtained ~~default~~ default and stipulated judgments related to certain avoidance actions. It is unknown at this time how much, if any, will ultimately be collected on the judgments. Therefore, the Company has not recognized any recoveries from these judgments.

During the three months ended ~~March~~September 3130, 2024, ~~the Company recorded approximately $3,328,000, during the three months ended March 31, 2023, no amounts were recorded~~ and ~~during the nine months ended March 31, 2024 and~~ 2023, the Company recorded approximately $373,~~838~~447,000 and $~~231~~34,428,000, respectively, from the settlement of Causes of Action. The Company also recorded liabilities of 5% of the settlements as amounts payable to the Liquidation Trustee and an allowance for uncollectible settlement installment receivables. See Note 4 for additional information about the settlement receivables, net as of ~~March~~September 3130, 2024 and June 30, ~~2023~~2024.

12)	Commitments and Contingencies

Since the Company uses the liquidation basis of accounting, the Company has accrued estimated liquidation costs to the extent they are reasonably determinable, which includes the items discussed in this footnote.

The Company ~~had~~has a ~~lease for its office space that expired on January 31, 2024. This lease was not renewed upon expiration. The monthly base rent was approximately $4,000 per~~ month. The amount of rent paid, including common area maintenance and parking charges, during the three months ended March 31, 2024 and 2023, was approximately $8,000 and $13,000, respectively, and during the nine months ended March 31, 2024 and 2023, was approximately $37,000 and $38,000, respectively. On December 18, 2023, the Company entered into a new month-to-month lease for office space ~~commencing~~which ~~on January 1, 2024. The lease~~ may be terminated with no less than one month’s notice from the first day of any calendar month. The monthly rent is approximately ~~$2,000.~~ ~~On December 20, 2023, the Company paid a deposit of approximately~~ $2,000 ~~related to the new office lease and on March 22, 2024, the Company paid an additional deposit of approximately $2,000 related to the new lease~~.

The Wind-Down Entity has part-time employment agreements with its two executive officers which ~~through~~renew ~~December 31, 2023. The agreements renewed~~ automatically on ~~January~~an 1,annual ~~2024~~basis, subject to the right of either party to terminate the agreement at any time and for any reason on thirty days’ advance written notice.

AIn ~~construction~~June ~~defect~~2023, ~~claim~~the ~~was~~owner of a single-family home sold by the Development Entity asserted ~~against~~a ~~one~~construction ofdefect claim against the ~~Wind-Down~~Development ~~Subsidiaries~~Entity. byThe ~~the~~claim ~~buyer~~included ofdamage ~~one~~to a retaining wall, cracking and separation in various areas of the ~~subsidiary~~property, and other damage resulting from soil movement. The Development Entity’s ~~single-family~~engineering ~~homes~~consultants ~~during~~are ~~the~~developing ~~year~~a ~~ended~~multi-phase ~~June~~repair ~~30,~~plan ~~2023~~to address the situation. The ~~subsidiary~~initial ~~has~~phase ~~tendered~~will ~~the~~include ~~claim~~repair toand ~~its~~remediation ~~insurance~~of ~~carriers;~~a ~~however~~retaining wall. On August 7, 2024, the ~~carriers~~Development ~~have not~~Entity ~~yet~~ submitted ~~accepted~~a ~~the~~building ~~claim. At~~permit ~~this~~application ~~time,~~to the ~~amount~~Los Angeles Department of Building and Safety (“LADBS”) for the ~~liability~~retaining ~~exposure~~wall ~~has~~repair. ~~not~~During ~~been~~the ~~determined~~permitting process, additional review and feedback from LADBS may be received in which case the Development ~~subsidiary’s~~Entity ~~exposure~~will isneed ~~unknown~~to further respond before the permit will be issued. ~~The~~Once ~~subsidiary~~the construction permit is ~~investigating~~issued, the ~~claim,~~Development ~~including~~Entity may proceed with the ~~extent~~initial ~~and~~repair ~~causes~~phase. Following the retaining wall work, additional phases of repair and monitoring will be necessary to address other conditions; however, the ~~alleged~~scope ~~damage~~of work, timing and costs for the ~~identification~~additional phases of ~~other~~repair ~~potentially~~have ~~responsible~~not ~~persons.~~been determined.

~~The Company is not presently the defendant in any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company other than as described herein.~~14

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.

Financial Statements (Continued)

Woodbridge Liquidation Trust and Subsidiaries

Notes to Consolidated Financial Statements

For the Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2024 and 2023 (Unaudited)

The amount of the Development Entity’s ultimate exposure for the construction defect claim is currently unknown and may be materially in excess of the amount that has been accrued as of September 30, 2024 in the Company’s consolidated financial statements (see Note 5 for additional information). The Company also believes that all or a portion of these costs may ultimately be borne by third parties, including the Development Entity’s insurers, as described further below.

The Development Entity purchased primary and excess coverage insurance policies covering certain risks arising out of the Development Entity’s development of the single-family home which is the subject of the construction defect claim. The Development Entity tendered the claim to its primary insurer on June 28, 2023. The primary insurer has agreed to defend the Development Entity subject to a reservation of rights, but has not agreed to indemnify the Development Entity, nor has it reimbursed the Development Entity for most of the out-of-pocket costs incurred to date, which the Development Entity asserts are covered by the primary policy.

On August 9, 2024, the Development Entity filed a lawsuit against its primary and excess insurers demanding that they defend and indemnify it against the construction defect claim. The lawsuit seeks, among other relief, damages from the primary insurer for amounts the Development Entity has incurred, and may incur, in connection with the investigation and repair of the construction defect claim, as well as declaratory relief against both the primary and excess insurers. On August 20, 2024, the lawsuit against the insurers was stayed until October 21, 2024. On October 15, 2024, the Development Entity agreed to extend the stay by an additional three months, until January 21, 2025, during which time the parties will seek informal resolution of the dispute. The Development Entity has also agreed to dismiss its claims against the excess insurer without prejudice and subject to a tolling agreement given that it is not yet clear that the excess policy will be triggered.

Additionally, on May 28, 2024, the Development Entity filed a lawsuit against 13 different parties, including the prior owner, contractors, including G3, and other professionals involved in the development of the site and the construction of the home. G3 is a construction firm specializing in the development of high-end luxury residences. G3 is owned by Terry Goebel, who was a member of the Supervisory Board until his resignation on March 5, 2024, and his son Terry Goebel. The lawsuit seeks, among other relief, contribution from these parties for the costs that the Development Entity has incurred, and may incur, in connection with the investigation and repair of the construction defect claim. Based on further investigation after filing of the complaint, the Development Entity dismissed without prejudice three defendants. This litigation is in its preliminary stages, and the Company cannot predict whether the Development Entity will be successful in recovering the costs incurred to date and further costs incurred to address the construction defect claim from these parties.

In July 2024, the Liquidation Trustee received two summonses which named a Debtor as a defendant. Both complaints relate to delinquent real estate taxes on properties located in the state of Ohio that serve as collateral for a loan that is owned by a Wind-Down Subsidiary. In August 2024, the Company responded to both complaints.

The Company is not presently the defendant in any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company other than as described herein.

13)	Subsequent Events

The Company evaluates subsequent events up until the date the unaudited consolidated financial statements are issued.

~~Liquidation~~Causes ~~Trust~~of ~~Interests~~Action

~~The~~During ~~following~~the ~~table~~period ~~summarizes~~from ~~the~~October ~~Liquidation~~1, 2024 ~~Trust~~through ~~Interests~~November ~~(rounded)~~12, ~~for~~ 2024, the ~~period~~Trust recorded approximately $20,000 from ~~April~~the settlement of Causes of Action. The Company recorded approximately $1,000 ~~2024~~as ~~through~~the ~~May~~amount ~~13,~~due ~~2024:~~to the Liquidation Trustee on account of such settlements.

Liquidation Trust Interests	Class A		Class B
Outstanding at April 1, 2024		11,514,662		675,617
Allowed claims		1,812		334
Settlement of claims by cancelling
Liquidation Trust Interests		-		-
Outstanding at May 13, 2024		11,516,474		675,951

Of the 11,516,474 Class A Interests outstanding at May 13, 2024, 11,436,443 are held by Qualifying Victims (see Note 6).

The following table summarizes the unresolved claims against the Debtors as they relate to Liquidation Trust Interests (rounded) for the period from April 1, 2024 through May 13, 2024:

Liquidation Trust Interests	Class A			Class B
Outstanding at April 1, 2024		4,791			333
Allowed claims		(1,812	)		(333	)
Disallowed claims		(901	)		-
Outstanding at May 13, 2024		2,078			-

Of the 2,078 Class A Interests relating to unresolved claims at May 13, 2024, 725 were for Qualifying Victims (see Note 6).

Distributions

During the period from April 1, 2024 through May 13, 2024, as (a) claims were resolved, (b) claims were recently allowed, (c) addresses for holders of uncashed distribution checks were obtained, (d) pending avoidance actions were resolved and (e) further beneficiary information was received, distributions of approximately $72,000 were paid to holders of Class A Interests from the restricted cash account and distributions payable were reduced by the same amounts.

During the period from April 1, 2024 through May 13, 2024, as a result of claims being disallowed, approximately $33,000 was released from the restricted cash account and distributions payable were reduced by the same amount.

Forfeited Assets

During the period from ~~April~~October 1, 2024 through ~~May~~November 1312, 2024, the Company ~~received~~realized net proceeds of approximately $31,000 from the sale of ~~Forfeited~~the ~~Assets~~remaining non-cash asset.

~~Cybersecurity Risk Management Committee~~15

On May 9, 2024, the Trust approved the establishment of a Cybersecurity Risk Management Committee, the appointment of M. Freddie Reiss to be the sole member of the committee, and the payment of $5,000 per month to Mr. Reiss for his service as a member of such committee.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of changes in net assets and net assets in liquidation should be read in conjunction with the accompanying unaudited consolidated financial statements of Woodbridge Liquidation Trust and the related notes thereto. The Trust, the Remaining Debtors, the Wind-Down Entity and the Wind-Down Subsidiaries, as used herein, are defined in Note 1 to the consolidated financial statements and are collectively referred to herein as the Company.

Forward-Looking Statements

Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements. Those statements include, without limitation, financial guidance, projections and statements with respect to ~~expectation~~expectations of future financial condition, changes in net assets in liquidation, cash flows, plans, targets, goals, objectives, performance, and termination and dissolution of the Trust. Such forward-looking statements include, without limitation, statements (other than historical facts) that address future plans, goals, expectations, activities, events or developments. The Trust has tried, where possible, to use words such as as “anticipates”, “if”, “believes”,” “estimates”,” “plans”,” “expects”,” “intends”,” “forecasts”, “initiative”, “objective”, “goal”, “projects”, “outlook”, “priorities”, “target”, “evaluate”, “pursue”, “seek”, “potential”, “continue”, “designed”, “impact”, “may”, “could”, “would”, “should”, “will” and similar expressions to identify forward-looking statements. Forward-looking statements are based on current expectations and are subject to substantial risks, uncertainties and other factors, many of which are beyond our control and not all of which can be predicted by the Trust. Such risks and uncertainties include the amount of funds needed for construction defect and other claims, the ~~amount~~estimated completion date for the Company’s operations, the amount of general and administrative costs, the number and amount of successful Causes of Action (as defined below) and/or settlements and the ability to recover thereon, the amount of funding required to continue litigations, changes in tax and other governmental rules and regulations applicable to the Trust and its subsidiaries, and other risks identified and described in “Part I. Financial Information, Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K, or contained in any of the Trust’s subsequent filings with the SEC including “Part II. Other Information, Item 1A. Risk Factors” of this Form 10-Q. Accordingly, the Trust cannot guarantee that any forward-looking statements will be realized, as actual results may differ materially from those identified or implied in any forward-looking statement. These risks and uncertainties are beyond the ability of the Trust to control, and in many cases, the Trust cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements.

In connection with the “safe harbor” provisions of the Securities Act of 1933 and the Exchange Act, the Trust has identified and is disclosing important factors, risks and uncertainties that could cause its actual results to differ materially from those projected in forward-looking statements made by the Trust, or on the Trust’s behalf. (See “Part II. Other Information, Item 1A. Risk Factors” of this Form 10-Q.) These cautionary statements are to be used as a reference in connection with any forward-looking statements. The factors, risks and uncertainties identified in these cautionary statements are in addition to those contained in any other cautionary statements, written or oral, which may be made or otherwise addressed in connection with a forward-looking statement or contained in any of the Trust’s subsequent filings with the SEC. Because of these factors, risks and uncertainties, the Trust cautions against placing undue reliance on forward-looking statements. Although the Trust believes that the assumptions underlying forward-looking statements are currently reasonable, any of the assumptions could be incorrect or incomplete, and there can be no assurance that forward-looking statements will prove to be accurate. Forward-looking statements speak only as of the date on which they are made. Except as may be required by law, the Trust does not undertake any obligations to modify, update or revise any forward-looking statement to take into account or otherwise reflect subsequent events, corrections in or revisions of underlying assumptions, or changes in circumstances arising after the date that the forward-looking statement was made.

Overview

Pursuant to the Plan, the Trust was formed on February 15, 2019 to hold, either directly or indirectly through the Wind-Down Entity and the Wind-Down Subsidiaries, the assets and equity interests formerly owned by the Debtors. Each of the real properties formerly owned by the Debtors was transferred, on the effective date of the Plan, to one of the Wind-Down Subsidiaries. The purpose of the Wind-Down Group is to develop (as applicable), market, and sell those properties to generate cash. Assets formerly owned by the Debtors other than real estate assets and certain cash were transferred to the Trust on the Plan Effective Date ~~of the Trust~~. The purpose of the Trust is to receive remittances of cash from the Wind-Down Entity, to resolve disputed claims, to prosecute the Causes of Action, to pay ~~allowed~~Allowed Administrative Claims and Priority Claims, ~~as defined in the Plan,~~ and, subject to the payment of Trust expenses and the retention of various reserves, to make distributions of cash to Interestholders in accordance with the Plan.

2016

~~PART~~Table ~~I. FINANCIAL~~of ~~INFORMATION (CONTINUED)~~Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

The Trust operates pursuant to the Plan and the Trust Agreement. The Trust was formed as a Delaware statutory trust and is administered by the Liquidation Trustee under the supervision of its Supervisory Board. The Wind-Down Entity, a wholly-owned subsidiary of the Trust, operates pursuant to the Plan and the Wind-Down Entity LLC Agreement, as amended. The Wind-Down Entity was formed as a Delaware limited liability company and is administered by its Board of Managers. The current sole member of the Board of Managers is also a member of the Supervisory Board of the Trust.

The Bankruptcy Court has retained certain jurisdictions regarding the Trust, the Liquidation Trustee, the Supervisory Board, the Wind-Down Entity, the Board of Managers, and assets of the Trust and the Wind-Down Entity, including the determination of all disputes arising out of or related to administration of the Trust and the Wind-Down Entity and its subsidiaries.

As of ~~May~~September 1330, 2024 ~~and March 31~~, ~~2024,~~ the number of Liquidation Trust Interests outstanding in each class is as follows:

Class of Interest	~~Number Outstanding as of~~
	May 13, 2024	March 31, 2024
Class A Liquidation Trust Interests	11,515,807
Class A Liquidation Trust Interests	11,516,474	11,514,662
Class B Liquidation Trust Interests	675,951
Class B Liquidation Trust Interests	675,951	675,617

For each of the classes of Liquidation Trust Interests, the number of Liquidation Trust Interests outstanding will increase to the extent that the disputed claims become allowed claims. In addition, the number of Liquidation Trust Interests outstanding will decrease to the extent that disputed claims are settled by cancelling previously issued Liquidation Trust Interests.

Since the Plan Effective Date through ~~March~~September 3130, 2024, the Wind-Down Subsidiaries have disposed of approximately 149 properties for aggregate net sales proceeds of approximately $576.00 million. AtAs ~~March~~of 31September 30, 2024, ~~there~~the ~~were~~Company ~~only~~owned two ~~remaining~~ real estate assets with a net carrying value of approximately $0.4649 million. ~~Going~~Given ~~forward,~~ the ~~Company’s~~significantly ~~most~~smaller ~~significant~~inventory ~~sources~~ of ~~cash~~remaining ~~are~~real ~~expected~~estate toassets bewhen ~~from~~compared to ~~interest earnings and from~~ the ~~settlement~~inventory ~~of the~~as ~~remaining Causes~~ of ~~Action.~~the InPlan ~~addition~~Effective toDate, ~~pursuing~~ the ~~remaining~~amount ~~Causes~~ of ~~Action,~~net ~~the~~proceeds ~~Company’s~~from ~~most~~the ~~significant~~sale ~~current~~of ~~activity~~real isestate ~~overseeing~~assets ~~the~~in ~~resolution of~~ the ~~construction~~future ~~defect~~will ~~claim~~be ~~asserted~~negligible ~~against~~as ~~one~~compared ofto the ~~subsidiaries~~ ofamount ~~the~~realized ~~Wind-Down~~from ~~Entity~~the ~~and~~Plan ~~completing~~Effective ~~repairs~~Date ofthrough aSeptember ~~previously~~30, ~~sold home~~2024. The Company currently expects to complete its liquidation activities during the fiscal year ending June 30, 2026.

Discussion of the Company’s Operations

For the three months ended ~~March~~September 3130, 2024

2117

~~PART~~Table ~~I. FINANCIAL~~of ~~INFORMATION (CONTINUED)~~Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

The following is a summary of the Consolidated Statement of Changes in Net Assets in Liquidation for the three months ended ~~March~~September 3130, 2024 ($ in thousands):

	Restricted for Qualifying Victims		All Interestholders		Total
	Restricted for		All
Net assets in liquidation as of beginning of period	$	3,541	$	36,278	$	39,819
	Qualifying Victims		Interestholders		Total
Net assets in liquidation as of beginning of period	$	4,110	$	35,759	$	39,869
Change in assets and liabilities:
Restricted for Qualifying Victims -
Change in carrying value of assets and liabilities, net		~~647~~15		-		~~647~~15
All Interestholders -
All Interestholders-
Change in carrying value of assets and liabilities, net		-		43,~~403~~644		43,~~403~~644
Distributions (declared) reversed, net		-		-19		-19
Net change in assets and liabilities		-		43,~~403~~663		43,~~403~~663
Net assets in liquidation, as of end of period	$	4,~~188~~125	$	4039,~~681~~422	$	4443,~~869~~547

Net assets in liquidation – Restricted for Qualifying Victims increased by approximately $0.65015 million during the three months ended ~~March~~September 3130, 2024.

Net assets in liquidation – All Interestholders increased by approximately $43.4066 million during the three-~~months~~month period ended ~~March~~ 31September 30, 2024. This increase was due to an increase in the net carrying value of assets and liabilities of approximately $43.4064 million and distributions reversed of approximately $0.02 million for Class A Interests being cancelled.

The components of the changes in the carrying value of assets and liabilities, net are as follows ($ in thousands):

	Restricted for Qualifying Victims		All Interestholders			Total
	Restricted for		All
Settlement recoveries, net (1)	$	-	$	3,004		$	3,004
	Qualifying Victims		Interestholders			Total
Remeasurement of assets and liabilities, net (2)		647		1,424			2,071
Settlement recoveries, net (1)	$	-	$	3,191		$	3,191
Other		-		(25	)		(25	)
Remeasurement of assets and liabilities, net		15		434			449
Change in carrying value of assets and liabilities, net	$	647	$	4,403		$	5,050
Other		-		19			19
Change in carrying value of assets and liabilities, net	$	15	$	3,644		$	3,659

(1) Net of 5% payable to the Liquidation Trustee of approximately $~~246~~256,000 ~~and an increase in the allowance for uncollectible installment receivables of approximately $78,000 during the three months ended March 31, 2024~~.

~~(2)~~During ~~Includes~~the ~~interest~~three ofmonths ~~approximately~~ended ~~$84,000~~September ~~and $1~~30,~~364,000~~ ~~for Reserved for Qualifying Victims and for All Interestholders~~2024, ~~respectively.~~the Company:

~~During~~• ~~the~~Reversed ~~three~~distributions ~~months~~of ~~ended~~approximately ~~March~~$0.02 ~~31,~~million ~~2024,~~from ~~the~~Class ~~Company:~~A Interests being cancelled.

• Received ~~additional~~net proceeds from the sale of Forfeited Assets of approximately $0.5602 million ~~from the DOJ~~.

• ~~Received~~Recorded ~~net~~approximately ~~proceeds~~$3.19 million from the ~~sale~~settlement of ~~Forfeited~~Causes ~~Assets~~of Action, net of ~~approximately~~5% ~~$0.005~~payable ~~million~~to the Liquidation Trustee.

• ~~Recorded~~Paid ~~approximately~~development ~~$3.33~~costs ~~million from the settlement~~ of ~~Causes~~approximately of$0.20 ~~Action, net of 5% payable to the Liquidation Trustee~~million.

• Paid ~~construction~~general and administrative costs of approximately $1.35 million, including approximately $0.3308 million of board member fees and expenses, approximately $0.37 million of payroll and other general and administrative costs and approximately $0.90 million of professional fees.

~~• Paid holding costs of approximately $0.03 million.~~18

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

• Paid general and administrative costs of approximately $1.83 million, including approximately $0.07 million of board member fees and expenses, approximately $0.76 million of payroll and other general and administrative costs, approximately $0.74 million of professional fees and approximately $0.26 million paid to the Liquidation Trustee.

For the three months ended March 31, 2023

The following is a summary of the Consolidated Statement of Changes in Net Assets in Liquidation for the three months ended March 31, 2023 ($ in thousands):

	Restricted for Qualifying Victims			All Interestholders			Total
Net assets in liquidation as of beginning of period	$	3,483		$	35,669		$	39,152
Change in assets and liabilities:
Restricted for Qualifying Victims -
Change in carrying value of assets and liabilities, net		(25	)		-			(25	)
All Interestholders -
Change in carrying value of assets and liabilities, net		-			(9,187	)		(9,187	)
Distributions (declared) reversed, net		-			6			6
Net change in assets and liabilities		-			(9,181	)		(9,181	)
Net assets in liquidation, as of end of period	$	3,458		$	26,488		$	29,946

Net assets in liquidation – Restricted for Qualifying Victims decreased by approximately $0.02 million during the three months ended March 31, 2023.

Net assets in liquidation – All Interestholders decreased approximately $9.18 million during the three months ended March 31, 2023. This decrease was due to a decrease in the net carrying value of assets and liabilities of approximately $9.19 million, and an increase from net distributions (declared) reversed of approximately $0.006 million.

The components of the change in the carrying value of assets and liabilities, net are as follows ($ in thousands):

	Restricted for Qualifying Victims			All Interestholders			Total
Remeasurement of assets and liabilities, net	$	(25	)	$	(7,685	)	$	(7,710	)
Carrying value in excess of sales proceeds		-			(1,555	)		(1,555	)
Settlement recoveries (1)		-			(50	)		(50	)
Other (2)		-			103			103
Change in carrying value of assets and liabilities, net	$	(25	)	$	(9,187	)	$	(9,212	)

(1) Net of 5% payable to the Liquidation Trustee of approximately $20,000 and an increase in the allowance for uncollectible settlement installment receivables of approximately $30,000 during the three months ended March 31, 2023.

(2) The components of Other are as follows ($ in thousands):

Cash interest earned	$	48
Property tax refunds		29
Miscellaneous		26
Total	$	103

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

During the three months ended March 31, 2023, the Company:

• Received net proceeds from the sale of Forfeited Assets of approximately $0.08 million.

• Reversed distributions of approximately $0.02 million that were received from Interestholders that had been overpaid on prior distributions offset by $0.01 million of distributions of Interestholders that were previously deemed to have forfeited their rights to receive Class A Interest distributions but had subsequently responded and therefore their distributions were recorded.

• Sold one single-family home and settled one secured loan for net proceeds of approximately $25.40 million.

• As a result of the expected additional time required for the Company to complete its liquidation activities from February 15, 2024 to March 31, 2026, the Company accrued additional accrued liquidation costs of approximately $7.7 million. The additional costs are primarily legal and other professional fees and payroll and payroll-related costs. A portion of the accrued liquidation costs relate to estimated reserves for potential construction warranty claims and the administration of such claims after its liquidation activities are completed.

• Paid construction costs of approximately $0.04 million relating to single-family homes under development.

• Paid holding costs of approximately $0.20 million.

• Paid general and administrative costs of approximately $2.24 million, including approximately $0.15 million of board member fees and expenses, approximately $1.07 million of payroll and other general and administrative costs and approximately $1.02 million of professional fees.

For the nine months ended March 31, 2024

The following is a summary of the Consolidated Statement of Changes in Net Assets in Liquidation for the nine months ended March 31, 2024 ($ in thousands):

	Restricted for Qualifying Victims		All Interestholders		Total
Net assets in liquidation as of beginning of period	$	3,491	$	3,282	$	6,773
Change in assets and liabilities:
Restricted for Qualifying Victims -
Change in carrying value of assets and liabilities, net		697		-		697
All Interestholders -
Change in carrying value of assets and liabilities, net		-		37,026		37,026
Distributions (declared) reversed, net		-		373		373
Net change in assets and liabilities		-		37,399		37,399
Net assets in liquidation, as of end of period	$	4,188	$	40,681	$	44,869

Net assets in liquidation – Restricted for Qualifying Victims increased by approximately $0.70 million during the nine months ended March 31, 2024.

Net assets in liquidation – All Interestholders increased by approximately $37.40 million during the nine months ended March 31, 2024. This increase was due to an increase in the net carrying value of assets and liabilities of approximately $37.03 million and distributions reversed of approximately $0.37 million for Class A Interests being cancelled.

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

The components of the changes in the carrying value of assets and liabilities, net are as follows ($ in thousands):

	Restricted for Qualifying Victims		All Interestholders			Total
Settlement recoveries, net (1)	$	-	$	35,030		$	35,030
Remeasurement of assets and liabilities, net (2)		685		1,979			2,664
Sales proceeds in excess of carrying value		12		25			37
Other		-		(8	)		(8	)
Change in carrying value of assets and liabilities, net	$	697	$	37,026		$	37,723

(1) Net of 5% payable to the Liquidation Trustee of approximately $2,730,000 and an increase in the allowance for uncollectible installment receivables of approximately $78,000 during the nine months ended March 31, 2024.

(2) Includes interest of approximately $127,000 and $2,075,000 for Reserved for Qualifying Victims and for All Interestholders, respectively.

During the nine months ended March 31, 2024, the Company:

• Received additional Forfeited Assets of approximately $0.56 million from the DOJ.

• Received net proceeds from the sale of Forfeited Assets of approximately $0.06 million.

• Reversed distributions of approximately $0.37 million from claims being disallowed.

• Received net proceeds of approximately $0.50 million from the sale of the Hawaii property.

• Recorded approximately $37.84 million from the settlement of Causes of Action, net of 5% payable to the Liquidation Trustee.

• Paid construction costs of approximately $0.45 million and received bond refunds of approximately $0.17 million.

• Paid holding costs of approximately $0.04 million.

• Paid general and administrative costs of approximately $7.94 million, including approximately $0.20 million of board member fees and expenses, approximately $1.53 million of payroll and other general and administrative costs, approximately $3.46 million of professional fees and approximately $2.75 million paid to the Liquidation Trustee.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

For the ~~nine~~three months ended ~~March~~September 3130, 2023

The following is a summary of the Consolidated Statement of Changes in Net Assets in Liquidation for the ~~nine~~three months ended ~~March 31~~September 30, 2023 ($ in thousands):

	Restricted for Qualifying Victims			All Interestholders			Total
	Restricted for			All
Net assets in liquidation as of beginning of period	$	3,485		$	30,910		$	34,395
	Qualifying Victims			Interestholders			Total
Net assets in liquidation as of beginning of period	$	3,491		$	3,282		$	6,773
Change in assets and liabilities:
Restricted for Qualifying Victims -
Change in carrying value of assets and liabilities, net		~~(27~~20	)		-			~~(27~~20	)
All Interestholders-
Change in carrying value of assets and liabilities, net		-			(732,~~066~~541	)		(732,~~066~~541	)
Distributions (declared) reversed, net		-			~~2,644~~40			~~2,644~~40
Net change in assets and liabilities		-			(432,~~422~~581	)		(432,~~422~~581	)
Net assets in liquidation, as of end of period	$	3,~~458~~511		$	2635,~~488~~863		$	2939,~~946~~374

Net assets in liquidation – Restricted for Qualifying Victims decreased by approximately $0.0302 million during the ~~nine~~three months ended ~~March~~September 3130, 2023.

Net assets in liquidation – All Interestholders ~~decreased~~increased by approximately $432.4258 million during the ~~nine~~three months ended ~~March~~September 3130, 2023. This ~~decrease~~increase was due to an toincrease ~~a decrease~~ in the net carrying value of assets and liabilities of approximately $732.0654 million and ~~from an increase in net~~ distributions ~~(declared)~~ reversed of approximately $20.6404 million from Class A Interests being cancelled.

The components of the change in the carrying value of assets and liabilities, net are as follows ($ in thousands):

	Restricted for Qualifying Victims			All Interestholders			Total
	Restricted for			All
Remeasurement of assets and liabilities, net	$	(27	)	$	(6,486	)	$	(6,513	)
	Qualifying Victims			Interestholders			Total
Carrying value in excess of sales proceeds		-			(1,555	)		(1,555	)
Settlement recoveries (1)	$	-		$	31,948		$	31,948
Settlement recoveries (1)		-			144			144
Remeasurement of assets and liabilities, net		8			581			589
Other (2)		-			831			831
Sales proceeds in excess of carrying value		12			-			12
Change in carrying value of assets and liabilities, net	$	(27	)	$	(7,066	)	$	(7,093	)
Other		-			12			12
Change in carrying value of assets and liabilities, net	$	20		$	32,541		$	32,561

(1) Net of 5% payable to the Liquidation Trustee of approximately $312,~~000 and an increase in the allowance for uncollectible settlement installment receivables of approximately $56~~480,000 ~~during the nine months ended March 31, 2023~~.

~~(2)~~During ~~The~~the ~~components~~three ofmonths ~~Other~~ended ~~are~~September as30, ~~follows~~2023, ($the ~~in thousands)~~Company:

Sales of furniture, net	$	635
Cash interest earned		148
Property tax refunds		29
Miscellaneous		19
Total	$	831

•

Reversed distributions of approximately $0.04 million from Class A Interests being cancelled.

~~During~~• Received net proceeds from the ~~nine~~sale ~~months~~of ~~ended~~Forfeited ~~March~~Assets ~~31,~~of ~~2023,~~approximately ~~the~~$0.05 ~~Company:~~million.

• ~~Received~~Recorded ~~net~~approximately ~~proceeds~~$31.95 ~~from~~million for the ~~sale~~settlement of ~~Forfeited~~Causes ~~Assets~~of Action, net of ~~approximately~~5% ~~$0.79~~payable ~~million~~to the Liquidation Trustee.

• ~~Reversed~~Paid ~~distributions~~development ofcosts ~~approximately $2.65 primarily from claims being disallowed or Class A Interests being cancelled. Reversed distributions~~ of approximately $0.0204 million ~~that were received from Interestholders that had been overpaid on prior distribution offset by approximately $0~~.03 million of distributions of Interestholders that were previously deemed to have forfeited their rights to receive Class A Interest distributions but had subsequently responded and therefore their distributions were recorded.

26• Paid holding costs of approximately $0.07 million.

•

Paid general and administrative costs of approximately $3.11 million, including approximately $0.07 million of board member fees and expenses, approximately $0.36 million of payroll and other general and administrative costs, approximately $1.47 million of professional fees and approximately $1.21 million paid to the Liquidation Trustee.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

• Sold one single-family home and settled one secured loan for net proceeds of approximately $25.40 million.

• Recorded approximately $0.23 million for the settlement of Causes of Action, net of 5% payable to the Liquidation Trustee and an allowance for uncollectible installment receivables.

• Paid construction costs of approximately $1.57 million relating to single-family homes under development.

• Paid holding costs of approximately $0.67 million.

• Paid general and administrative costs of approximately $11.34 million, including approximately $0.46 million of board member fees and expenses, approximately $6.46 million of payroll and other general and administrative costs and approximately $4.42 million of professional fees.

Liquidity and Capital Resources

Liquidity

The Company’s primary sources for meeting its capital requirements are its cash, ~~and~~ cash equivalents, ~~receipt~~short-term ofinvestments ~~interest~~and ~~earned~~restricted on cash ~~and cash equivalents~~, ~~proceeds~~receipt ~~from liquidating its other assets, recoveries on Causes~~ of ~~Action,~~interest ~~if any~~earned, and proceeds from ~~the~~liquidating ~~sale~~its ofother ~~Forfeited~~remaining ~~Assets~~assets.1 The Company’s primary uses of funds are and will continue to be for distributions, if any, and operating costs, including costs related to construction defect claims and other costs. The ~~While the~~ Company expects to be able to adequately fund its operations over the next twelve months from its primary sources of capital. However, ~~during~~no ~~the~~assurance ~~year~~can ~~ended~~be ~~June~~made ~~30,~~in ~~2023,~~that aregard due to the construction defect claim ~~was~~ asserted against athe Development ~~subsidiary~~Entity. ofAt this time, the ~~Company~~amount byof the ~~buyer~~liability ofexposure ~~one~~for ofthis ~~the~~claim ~~subsidiary’s~~cannot ~~single-family~~be ~~homes.~~determined Atand ~~this~~may ~~time,~~be ~~the amount~~in excess of the ~~liability~~amount ~~exposure~~that ~~has~~was ~~not~~accrued ~~been~~or ~~determined~~that ~~and~~may be available from third parties, including the ~~subsidiary~~Company’s ~~exposure is unknown~~insurers.

Capital Resources

In addition to ~~consolidated~~cash, cash equivalents and ~~cash~~short-term ~~equivalents~~investments as of ~~March~~September 3130, 2024 of approximately $6263.5928 million (of which approximately $4.7886 million is restricted), the capital resources available to the Company are as follows:

• ~~Proceeds~~Interest ~~from~~Earnings: ~~Real~~During ~~Estate~~the ~~Transactions:~~three Asmonths ofended ~~March~~September 3130, 2024, the Company ~~owned~~recorded ~~two~~interest ~~real~~earnings ~~estate assets with an estimated carrying value~~ of approximately $0.4655 million. ~~Based~~At onSeptember 30, 2024, the ~~remaining~~Company ~~real~~had ~~estate~~approximately ~~assets~~$1.88 million of ~~the~~accrued interest recorded. The Company, ~~future~~expects ~~net~~to ~~proceeds~~receive ~~will~~approximately be$1.52 ~~negligible~~million asof ~~compared~~this toaccrued ~~the~~interest ~~proceeds~~during the ~~Company~~remainder ~~has~~of ~~realized~~the inyear ~~prior~~ending ~~periods~~June 30, 2025.

• ~~Causes~~Proceeds offrom ~~Action~~Real ~~Recoveries~~Estate Transactions: ~~During~~As ~~the~~of ~~three~~September ~~and nine months ended March 31~~30, 2024, the Company ~~recognized~~owned ~~approximately~~two ~~$3.33~~real ~~million~~estate ~~and~~assets ~~$37.84~~with ~~million,~~an ~~respectively,~~estimated ~~from~~carrying ~~the~~value ~~settlement~~ of ~~Causes~~approximately of$0.49 ~~Action~~million. Based on the remaining ~~Causes~~real estate assets of ~~Action~~the Company, future ~~recoveries~~net proceeds will be negligible as compared to the proceeds the Company has realized in prior periods.

~~1 The~~• ~~Trust~~Causes isof ~~required~~Action toRecoveries: ~~distribute~~During the ~~net~~three ~~sale~~months ~~proceeds~~ended ~~from~~September ~~liquidating the~~30, ~~Forfeited~~2024, ~~Assets~~the toCompany ~~the~~recognized ~~Qualifying~~approximately ~~Victims~~$3.45 ~~Qualifying~~million ~~Victims~~from ~~are~~ the ~~former~~settlement ~~holders~~ of ~~Class~~Causes ~~3 and Class 5 Claims and their permitted assigns. Former holders~~ of ~~Class 4 Claims are not Qualifying Victims~~Action. ~~Because~~Based ofon the ~~requirement~~limited ~~to distribute~~remaining ~~the~~Causes ~~net sale proceeds~~ of ~~the Forfeited Assets to the Qualifying Victims only~~Action, ~~the~~future ~~Forfeited~~recoveries ~~Assets~~will asbe ofnegligible ~~March 31, 2024 are presented in the consolidated statement of net assets~~ as ~~restricted~~compared ~~net~~to ~~assets in liquidation. As of March 31, 2024, 11,435,288 of~~ the ~~11,514,662~~proceeds ~~Class A Interests were held by Qualifying Victims. As of March 31, 2024, 1,880 of~~ the ~~4,791~~Company ~~Class~~has Arealized ~~Interests~~in ~~relating~~prior ~~to unresolved claims were for Qualifying Victims~~periods.

27• Forfeited Assets: Forfeited Assets consist of restricted cash and other assets. During the three months ended September 30, 2024, the Trust sold a majority of the non cash assets and received net proceeds of approximately $0.02 million. As noted earlier, net sale proceeds from Forfeited Assets are to be distributed only to Qualifying Victims. The Company does not expect to receive any additional Forfeited Assets. As noted above, the Company sold the last non-cash asset in October 2024.

Uses of Liquidity

The primary uses of the Company’s liquidity are to pay distributions payable, operating costs and costs related to construction defect claim(s). As of September 30, 2024, the Company’s total liabilities were approximately $22.24 million. The total liabilities recorded as of September 30, 2024 may not be indicative of the Company's future cash needs, which may vary materially from the current estimate.

Given current cash, cash equivalents, short-term investments and restricted cash balances, distributions payable, and expected cash needs, the Company does not expect a deficiency in liquidity in the next twelve months. Due to the uncertain nature of potential recoveries from insurance claims and costs to be incurred, including costs related to construction defect claims and other costs, it is not possible to be certain that the current liquidity will be adequate to cover all future financial needs of the Company.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

• Interest Earnings: As of March 31, 2024, the Company has accrued approximately $2.32 million of interest earnings through March 31, 2026. Of this amount, the Company projects to receive approximately $0.64 million of interest earnings through June 30, 2024.

• Forfeited Assets: Forfeited Assets consist of cash and other assets (jewelry and art). During the three months ended March 31, 2024, the Trust sold some of its Forfeited Assets and received net proceeds of approximately $0.005 million. During the nine months ended March 31, 2024, the Trust sold some of its Forfeited Assets and received net proceeds of approximately $0.06 million. On February 23, 2024, the Trust received approximately $0.56 million in cash from the DOJ that was received from a co-defendant of Robert Shapiro. As noted earlier, net sale proceeds from liquidating the Forfeited Assets are to be distributed only to Qualifying Victims.

Uses of Liquidity

The primary uses of the Company’s liquidity are to pay distributions payable, and fund operating costs and costs related to construction defect claim(s) (if required) and other costs. As of March 31, 2024, the Company’s total liabilities were approximately $20.84 million. The total liabilities recorded as of March 31, 2024 may not be indicative of the costs paid in future periods, which may vary materially from the current estimate.

Given current cash and cash equivalent balances, projected proceeds from real estate transactions, estimated Causes of Action recoveries, distributions payable, and expected cash needs, the Company does not expect a deficiency in liquidity in the next twelve months. Due to the uncertain nature of future proceeds from real estate transactions, recoveries and costs to be incurred including any costs related to construction defect claims and other costs, it is not possible to be certain that the current liquidity will be adequate to cover all future financial needs of the Company. Creating contingent obligation agreements and/or seeking methods to reduce professional costs, including legal fees, and administrative costs are strategies that could be undertaken to address liquidity issues should they arise. These strategies could impact the Company’s ability to maximize recoveries from the settlement of unresolved Causes of Action.

Distributions

Distributions will be made at the sole discretion of the Liquidation Trustee in accordance with the provisions of the Plan and the Trust Agreement. On August 3, 2023, the Supervisory Board, at the recommendation of the Liquidation Trustee, ~~the Trust~~ suspended the making of additional Trust distributions to Interestholders, pending the result of the ~~Company’s~~ investigation of a construction defect claim asserted against the Development Entity by the buyer of a single-family home sold by the Development Entity. Holders of Liquidation Trust Interests are advised that to date, the Trust has liquidated substantially all of its real estate assets, and given the pending construction defect claim, the Trust is unable to estimate the timing and amount of future distributions, if any, other than the distribution described herein solely in respect of Forfeited Assets to be made to Qualifying Victims. (See Notes 5, 6 and 12 to the Consolidated Financial Statement for additional information.)

AsOn ofSeptember ~~May 13~~19, 2024, ~~the Liquidation Trustee has declared eleven (11) distributions to the Class A Interestholders. The distributions include~~ a ~~cash~~ distribution ~~on account~~ of the ~~then-allowed~~net ~~claims~~sales ~~and~~proceeds aof ~~deposit~~the ~~into~~Forfeited aAssets ~~restricted cash account for amounts that are or may become payable (a) in respect~~ of ~~Class~~approximately A$4,100,000 ~~Interests~~was ~~that~~approved ~~may~~by ~~be issued in~~ the ~~future~~Supervisory ~~upon~~Board, ~~the allowance of unresolved~~which ~~bankruptcy~~ represents ~~claims,~~a ~~(b)~~distribution ~~in respect~~ of ~~Class~~approximately A$4.65 ~~Interests~~per on$1,000 ~~account~~ of ~~recently~~Total ~~allowed~~Net ~~claims,~~Qualifying ~~(c)~~Victim ~~for~~Claims. ~~holders~~The ofTrust ~~Class~~expects ~~A Interests who failed~~ to ~~cash~~make ~~distribution~~the ~~checks mailed in respect of prior distributions~~distribution, ~~(d)~~which ~~for~~is ~~distributions~~to ~~that~~be ~~were withheld~~paid ~~due~~solely to ~~pending~~Qualifying ~~avoidance~~Victims, ~~actions~~by ~~and~~December ~~(e)~~31, ~~for holders of Class A Interests for which the Trust is waiting for further beneficiary information~~2024.

As ~~claims~~of ~~are~~November ~~resolved~~12, ~~additional~~2024, ~~Class~~the ALiquidation ~~Interests~~Trustee ~~may~~has bedeclared ~~issued~~eleven or(11) ~~cancelled~~distributions ~~(see~~to the ~~Company’s~~Class ~~Annual~~A ~~Report~~Interestholders. onThe ~~Form~~distributions ~~10-K~~include ~~filed~~a oncash ~~September~~distribution ~~28, 2023,~~on ~~“Part~~account 1,of ~~Item~~the 1.then-allowed ~~Business,~~claims D.and ~~Plan~~a ~~Provisions~~deposit into ~~Regarding~~a ~~the~~restricted ~~Company,~~cash 2.account ~~Treatment~~for ~~under~~amounts ~~the~~that ~~Plan~~are ofor ~~holders~~may ofbecome ~~claims~~payable ~~against~~(a) ~~and~~in ~~equity~~respect ~~interests~~of inClass ~~the~~A ~~Debtors~~Interests ~~and~~that 3.may ~~Assets~~be ~~and~~issued ~~liabilities~~in of the ~~Company”).~~future ~~Therefore,~~upon the ~~total~~allowance ~~amount~~ of aunresolved bankruptcy claims, ~~distribution~~(b) ~~declared~~in ~~may~~respect ~~change~~of ~~between~~Class ~~the~~A ~~date~~Interests ~~declared~~on ~~and~~account ~~the~~of ~~date~~recently ~~paid.~~allowed ~~The~~claims, ~~Liquidation~~(c) ~~Trustee~~for ~~will~~holders ~~continue~~of Class A Interests who failed to ~~assess~~cash ~~the~~distribution ~~adequacy~~checks ofmailed ~~funds~~in ~~held~~respect ~~and~~of ~~may~~prior ~~make~~distributions, ~~additional~~(d) ~~cash~~for distributions onthat ~~account~~were withheld due to pending avoidance actions and (e) for holders of Class A Interests ~~but~~for ~~does~~which ~~not currently know~~ the ~~timing~~Trust oris ~~amount~~waiting offor ~~any~~further ~~such~~beneficiary ~~distribution(s)~~information.

28As claims are resolved, additional Class A Interests may be issued or cancelled (see the Company’s Annual Report on Form 10-K filed on September 27, 2024, “Part 1, Item 1. Business, D. Plan Provisions Regarding the Company, 2. Treatment under the Plan of holders of claims against and equity interests in the Debtors and 3. Assets and liabilities of the Company”). Therefore, the total amount of a distribution declared may change between the date declared and the date paid. The Liquidation Trustee will continue to assess the adequacy of funds held and may make additional cash distributions on account of Class A Interests but does not currently know the timing or amount of any such distribution(s).

Sections 7.6 and 7.18 of the Plan provide that distributions that have not been cashed within 180 calendar days of their issuance shall be null and void and the holder of the associated Liquidation Trust Interests “shall be deemed to have forfeited its rights to any reserved and future Distributions under the Plan,” with such amounts to become “Available Cash” of the Trust for all purposes. On February 1, 2022, the Trust sent letters to the holders of the Class A Interests who had failed to cash distribution checks in respect of prior distributions, for which checks were issued more than 180 days prior to the date of the letter. The letter informed each recipient that, unless the Trust was contacted on or before February 28, 2022, such recipient’s reserved and future distributions would be deemed forfeited in accordance with the Plan. The Trust provided this final notice simply as a one-time courtesy and reserves its rights to strictly enforce the Plan’s forfeiture provisions, and any other provision of the Plan, against any person (including any recipient of the final notice) at any time in the future, without further notice.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

~~Sections~~The ~~7.6~~following ~~and~~tables ~~7.18~~summarize of the ~~Plan~~distributions ~~provide~~declared, ~~that~~ distributions ~~that~~paid ~~have not been cashed within 180 calendar days of their issuance shall be null~~ and ~~void and~~ the ~~holder~~activity ofin the ~~associated~~restricted ~~Liquidation~~cash ~~Trust~~account ~~Interests “shall~~for ~~be deemed to have forfeited its rights to any reserved and future Distributions under~~ the ~~Plan,”~~periods ~~with~~from ~~such amounts to become “Available Cash” of the Trust for all purposes. On~~ February 115, ~~2022,~~2019 ~~the~~(inception) ~~Trust~~through ~~sent~~September ~~letters to the holders of the Class A Interests who had failed to cash distribution checks in respect of prior distributions~~30, ~~which~~2024 ~~checks~~and ~~were issued more than 180 days prior to the date of the letter. The letter informed each recipient that, unless the Trust was~~from ~~contacted on or before~~ February 2815, ~~2022,~~2019 such recipient’s reserved and future distributions would be deemed forfeited in accordance with the Plan. The Trust provided this final notice simply as a one-time courtesy and reserves its rights to strictly enforce the Plan’s forfeiture provisions, and any other provision of the Plan, against any person (~~including any recipient of the final notice~~inception) atthrough ~~any~~November ~~time in the future~~12, ~~without further notice.~~2024:

The following tables summarize the distributions declared, distributions paid and the activity in the restricted cash account for the periods from February 15, 2019 (inception) through March 31, 2024 and from February 15, 2019 (inception) through May 13, 2024:

				During the Period from February 15, 2019 (inception) through September 30, 2024 ($ in Millions)						During the Period from February 15, 2019 (inception) through November 12, 2024 ($ in Millions)
Date Declared		$ per Class A Interest		Total Declared		Paid		Restricted Cash Account		Total Declared		Paid		Restricted Cash Account

Distributions Declared
First	3/15/2019	$	3.75	$	44.70	$	42.32	$	2.38	$	44.70	$	42.32	$	2.38
Second	1/2/2020		4.50		53.44		51.20		2.24		53.44		51.20		2.24
Third	3/31/2020		2.12		25.00		24.19		0.81		25.00		24.19		0.81
Fourth	7/13/2020		2.56		29.97		29.24		0.73		29.97		29.24		0.73
Fifth	10/19/2020		2.56		29.96		29.21		0.75		29.96		29.21		0.75
Sixth	1/7/2021		4.28		50.01		48.67		1.34		50.01		48.67		1.34
Seventh^(a)	5/13/2021		2.58		30.04		29.35		0.69		30.04		29.35		0.69
Eighth	10/8/2021		3.44		40.02		39.14		0.88		40.02		39.14		0.88
Ninth	2/4/2022		3.44		39.98		39.15		0.83		39.98		39.15		0.83
Tenth	6/15/2022		5.63		65.02		64.19		0.83		65.02		64.19		0.83
Eleventh	5/10/2023		2.18		25.02		24.90		0.12		25.02		24.90		0.12
Subtotal		$	37.04	$	433.16	$	421.56	$	11.60	$	433.16	$	421.56	$	11.60

								During the Period from February 15, 2019 (inception) through March 31, 2024 ($ in Millions)							During the Period from February 15, 2019 (inception) through May 13, 2024 ($ in Millions)
Distributions Returned / (Reversed)
		Date Declared			$ per Class A Interest			Total Declared		Paid		Restricted Cash Account			Total Declared		Paid		Restricted Cash Account
Disallowed/cancelled (b)				(6.68	)			(6.68	)
Distributions Declared
Returned (c)				0.74				0.74
First		3/15/2019			$	3.75		$	44.70	$	42.32	$	2.38		$	44.70	$	42.32	$	2.38
Forfeited (d)				(1.15	)			(1.15	)
Second		1/2/2020				4.50			53.44		51.20		2.24			53.44		51.20		2.24
Subtotal				(7.09	)			(7.09	)
Third		3/31/2020				2.12			25.00		24.19		0.81			25.00		24.19		0.81
Distributions Paid from Reserve Account (e)				(3.82	)			(3.82	)
Fourth		7/13/2020				2.56			29.97		29.24		0.73			29.97		29.24		0.73
Distributions Payable, Net	as of 9/30/2024:		$	0.69		as of 11/12/2024:	$	0.69
Fifth		10/19/2020				2.56			29.96		29.21		0.75			29.96		29.21		0.75
Sixth		1/7/2021				4.28			50.01		48.67		1.34			50.01		48.67		1.34
Seventh (a)		5/13/2021				2.58			30.04		29.35		0.69			30.04		29.35		0.69
Eighth		10/8/2021				3.44			40.02		39.14		0.88			40.02		39.14		0.88
Ninth		2/4/2022				3.44			39.98		39.15		0.83			39.98		39.15		0.83
Tenth		6/15/2022				5.63			65.02		64.19		0.83			65.02		64.19		0.83
Eleventh		5/10/2023				2.18			25.02		24.90		0.12			25.02		24.90		0.12
Subtotal					$	37.04		$	433.16	$	421.56	$	11.60		$	433.16	$	421.56	$	11.60
Distributions Returned / (Reversed)
Disallowed/cancelled (b)													(6.64	)						(6.68)
Returned (c)													0.74							0.74
Forfeited (d)													(1.13	)						(1.13)
Subtotal													(7.03	)						(7.07)
Distributions Paid from Reserve Account (e)													(3.68	)						(3.75)
Distributions Payable, Net										as of 3/31/2024:		$	0.89				as of 5/13/2024:		$	0.78

(a)	The seventh distribution included the cash the Trust received from Fair Funds.

(b)	As a result of claims being disallowed or Class A Interests cancelled.

(c)	Distribution checks returned or not cashed.

(d)	Distributions forfeited as Interestholders did not cash checks that were over 180 days old.

(e)	Paid as claims are allowed or resolved.

Since its inception, the Wind-Down Entity has made substantial progress toward completion of its liquidation activities and has liquidated all but two real estate assets with carrying value of approximately $0.46 million. Holders of Liquidation Trust Interests are advised that future distributions from the Trust, if any, will be limited and will be materially reliant on future recoveries from litigation, net of accrued liquidation costs, including amounts for potential construction defect claims, which are uncertain and the amount and timing of which are difficult to determine.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Contractual Obligations

The Company ~~had~~has ~~an office lease that expired on January 31, 2024. On December 18, 2023, the Company entered into~~ a ~~new~~ month-to-month lease for office ~~space~~ ~~commencing January 1, 2024~~space. The Company expects that it will continue to lease office space until the liquidation process is completed.

The Wind-Down Entity has part-time employment agreements with its two executive officers ~~through~~that ~~December 31, 2023. The agreements~~ are renewed automatically ~~until~~on ~~terminated~~an annual basis, subject to the right of either party to terminate the agreement at any time and for any reason on thirty days’ advance written notice.

Critical Accounting Policies and Practices

The Company’s consolidated financial statements are prepared in accordance with U.S. GAAP. The accounting policies and practices that the Company believes are the most critical are discussed below. These accounting policies and practices require management to make decisions on subjective and/or complex matters that may inherently be uncertain. Estimates are required to prepare the consolidated ~~financial~~ financial statements in conformity with U.S. GAAP. Significant estimates, judgments and assumptions are required in a number of areas, including, but not limited to, ~~the~~ general and administrative costs to be incurred until the completion of ~~the~~ the liquidation activities of the Company, ~~and~~the cost of potential construction defect claims, estimated reserves for contingent liabilities, ~~including potential construction defect claims~~ and the administration of such claims after the Company’s liquidation activities are completed. In many instances, changes in the accounting estimates are likely to occur from period to period. Actual results may differ from the estimates. The Company believes the current assumptions and other considerations used in preparing the consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in the Company’s consolidated financial statements, the resulting changes could ~~have~~ have a material adverse effect on the Company’s net assets in liquidation.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Liquidation Basis of Accounting

Under the Liquidation Basis of Accounting, all assets are recorded at their estimated net realizable value or liquidation value, which represents the estimated amount of net cash that may be received upon the disposition of the assets (on an undiscounted basis). Liabilities, including estimated costs associated with implementing and completing the Plan, are measured in accordance with U.S. GAAP that otherwise ~~applies~~apply to those liabilities. ~~The~~These ~~Company~~estimated ~~has~~amounts ~~not~~are ~~recorded~~presented ~~any amount~~in ~~from~~ the ~~future~~accompanying ~~settlement~~consolidated statements of ~~unresolved~~net ~~Causes~~assets ofin ~~Action~~liquidation. inAs ~~the~~additional ~~accompanying~~information ~~consolidated~~becomes ~~financial~~available ~~statements~~the ~~until~~estimated anamounts ~~agreement~~may ischange. ~~executed,~~All ~~final~~changes ~~court~~in ~~approval~~the isestimated ~~received~~liquidation value ~~(if~~of ~~required)~~the Company’s real estate, ~~and~~or ~~collectability~~other isassets ~~reasonably~~and ~~assured.~~liabilities ~~The amounts~~are ~~recovered~~reflected ~~may~~as bea ~~material~~change to the Company’s net assets in liquidation.

Other Assets

The Company recognizes recoveries from the settlement of unresolved Causes of Action when an agreement is executed, ~~and~~final court approval is received (if required) and collectability is reasonably assured. An allowance for uncollectible settlement installment receivables is recorded when there is doubt about the collectability of the receivable. The Company records escrow receivables at the amount that is expected to be received when the escrow receivable is released. The Forfeited Assets received from the DOJ, other than cash, have been recorded at their estimated net realizable value.

The Company accrues expected interest earnings when it can forecast the interest rate to be paid on its cash on deposit. The Company uses a forward yield curve to estimate the interest rates to be earned and its expected future cash balances to estimate the dollar amount that will earn interest through the currently expected Trust termination date of March 31, 2026.

The measurement of real estate assets is based on current contracts (if any), if contingencies have been removed, estimates and other indications of sales value, net of estimated selling costs. The performing loan is recorded at the amount of the contractual interest payments and principal repayment of the loan.

In addition, the Company recognizes other amounts to be received based on contractual terms or when the amounts to be received are certain.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Accrued Liquidation Costs

The estimated costs associated with implementing and completing the Company’s plan of liquidation are recorded as accrued liquidation costs. ~~The Company has also recorded the estimated remaining development costs and estimated costs~~ to ~~address potential construction defect claims as well as~~ the ~~estimated~~extent ~~general~~they ~~and~~are ~~administrative~~known ~~costs to be incurred until the completion of the liquidation of~~and ~~the~~reasonably ~~Company, and an accrual for the administration of construction defect claims~~determinable.

Changes in Carrying Value

On a quarterly basis, the Company reviews the estimated net realizable values, liquidation costs and the estimated date of the completion of the liquidation of the Company and records any significant changes. If the Company has a change in its plan for the disposition of an asset, the carrying value will be adjusted to reflect this change in the period that the change is approved. The change in value may also include a change to the accrued liquidation costs related to the asset.

All changes in the estimated liquidation value of the Company’s ~~assets,~~ real estate ~~held for sale~~, or other assets and liabilities are reflected as a change to the Company’s net assets in liquidation.

3123

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable, as the Company is a “smaller reporting company” within the meaning of Rule 12b-2 of the Exchange Act.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, management and the Liquidation Trustee have evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon, and as of the date of, the evaluation, management and the Liquidation Trustee concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including the Liquidation Trustee, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended.

In connection with the preparation of our Form 10-Q, our management and the Liquidation Trustee assessed the effectiveness of our internal control over financial reporting as of ~~March~~September 3130, 2024. In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on its assessment, our management and the Liquidation Trustee believe that, as of ~~March~~September 3130, 2024, our internal control over financial reporting was effective ~~effective~~ based on those criteria. There have been no changes in our internal control over financial reporting that occurred during the quarter ended ~~March~~September 3130, 2024 that have materially affected, or are reasonably likely to materially affect, our ~~our~~ internal control over financial reporting.

3224

Table of Contents

PART II. OTHER INFORMATION ~~(CONTINUED)~~

Item 1.

Legal Proceedings

Below are descriptions of pending litigation. AsIn matters in which the Company is the plaintiff, inthe ~~these~~Company ~~legal proceedings and~~ does not have the ability to estimate the ultimate recovery ~~amount~~ amount until they are settled, and in accordance with the Company’s accounting policy, no recoveries have been recorded in the Company’s consolidated financial statements for these legal proceedings, other than for settlements for which the Trust has entered into a signed settlement agreement and collectability is reasonably assured. In matters in which the Company is the defendant, the Company records a liability when a loss is probable, and the Company can reasonably estimate the amount of the loss.

~~Goldberg v. Halloran & Sage LLP, et al., Case No. 19STCV42900 (Cal. Super. Ct., L.A. Cnty., filed Dec. 2, 2019), is an action by the~~ Trust ~~against~~Litigation nine law firms (Halloran & Sage LLP; Balcomb & Green, P.C.; Rome McGuigan, P.C.; Haight Brown & Bonesteel LLP; Bailey Cavalieri LLC; Sidley Austin LLP; Davis Graham & Stubbs LLP; Robinson & Cole LLP; and Finn Dixon & Herling LLP) and 10 individual attorneys (Richard Roberts, Lawrence R. Green, Jon H. Freis, Brian Courtney, Ted Handel, Thomas Geyer, Neal Sullivan, S. Lee Terry, Jr., Shant Chalian, and Reed Balmer) for conduct in connection with their representation of Robert Shapiro, the Debtors or their affiliates before the commencement of the Bankruptcy Cases, as well as against up to 100 “Doe” defendants. The conduct challenged in the complaint includes knowingly and/or negligently preparing loan documents and investment agreements with material misstatements and omissions, designing deceptive securities products, preparing incorrect legal opinion memoranda on which investors relied, and assisting in the creation of nominally third-~~party~~ ~~borrower~~Avoidance ~~entities that were in fact controlled by Robert Shapiro.~~Actions

• The ~~first~~Trust ~~set~~has pursued over 500 avoidance actions, many of ~~counts~~which inhave been resolved. As of November 12, 2024, the ~~complaint~~Trust ~~are~~has ~~against~~entered ~~law~~into ~~firm~~settlements ~~Halloran~~in &approximately ~~Sage~~247 legal ~~LLP~~actions, ~~attorney~~with ~~Richard~~19 ~~Roberts~~actions still pending. In addition, ~~and~~as of November 12, 2024, the ~~“Doe”~~Trust ~~defendants~~has settled approximately 245 potential avoidance claims for ~~aiding~~which litigation was not filed. Since inception and ~~abetting~~as ~~securities~~of ~~fraud~~November ~~(First~~12, ~~Count)~~2024, ~~aiding~~the resolution ~~and~~of ~~abetting~~avoidance ~~fraud~~actions ~~(Second~~has ~~Count),~~resulted ~~aiding~~in aggregate settlements of approximately $22.65 million of cash payments made or due to the Trust and ~~abetting~~approximately ~~breach~~$11.28 million in reductions of ~~fiduciary~~claims ~~duty~~against ~~(Third~~the ~~Count)~~Trust. Additionally, ~~negligent~~as ~~misrepresentation~~of November ~~(Fourth~~12, ~~Count)~~2024, ~~professional~~the ~~negligence~~Trust ~~(Fifth~~has ~~Count)~~obtained judgments of approximately $169.95 million, ~~and~~including ~~aiding~~default judgments of approximately $152.72 million and ~~abetting~~stipulated ~~conversion~~judgments ~~(Sixth~~of ~~Count)~~approximately $17.23 ~~These~~million. ~~defendants~~It ~~are~~is ~~alleged~~unknown toat this time how much, if any, will ultimately be ~~jointly~~collected on these judgments, as stipulated and ~~severally~~default ~~liable~~judgments ~~for~~are ~~rescission~~commonly ofobtained ~~investors’~~where ~~purchases~~the ofdefendant ~~securities~~has ~~and~~insufficient ~~for~~assets, ~~damages~~if inany, anto ~~amount~~satisfy ~~believed~~a judgment. The Trust is currently prosecuting several legal actions to berecover preferential payments, fraudulent transfers, and other funds subject to recovery by the bankruptcy estate. These actions were filed in ~~excess~~the United States Bankruptcy Court for the District of ~~$500~~Delaware ~~million,~~(the as“Bankruptcy ~~well~~Court”), are aspending ~~for~~before ~~punitive~~the ~~damages~~Honorable J. Kate Stickles, and generally fall into the following categories:

• ~~The~~Preferential ~~second~~transfers ~~set~~and/or offraudulent ~~counts~~transfers in(Noteholders ~~the~~and ~~complaint~~Unitholders). ~~are~~Certain ~~against~~of ~~law~~the ~~firm~~actions ~~Balcomb~~include &claims ~~Green,~~arising ~~P.C.,~~under ~~attorney~~chapter ~~Lawrence~~5 R.of ~~Green, and~~ the ~~“Doe”~~Bankruptcy ~~defendants~~Code ~~for aiding~~ and ~~abetting~~seek ~~securities~~to ~~fraud~~avoid ~~(Seventh~~or ~~Count),~~recover ~~aiding~~payments ~~and~~made ~~abetting~~by ~~fraud~~the ~~(Eighth~~Debtors: ~~Count~~(1), ~~aiding~~during ~~and~~the ~~abetting~~90 ~~breach~~days ofprior ~~fiduciary~~to ~~duty~~the ~~(Ninth~~December ~~Count)~~4, ~~negligent~~2017 ~~misrepresentation~~bankruptcy ~~(Tenth Count)~~filing, ~~professional~~including ~~negligence~~payments ~~(Eleventh~~to ~~Count),~~former Noteholders and ~~aiding~~Unitholders; and/or ~~abetting conversion~~ (~~Twelfth Count~~2). ~~These~~during ~~defendants~~the ~~are~~course ~~alleged~~of tothe bePonzi ~~jointly~~scheme ~~and~~(from ~~severally~~July ~~liable~~2012 ~~for~~through ~~rescission~~the ofDecember ~~investors’~~4, ~~purchases~~2017 ofbankruptcy ~~securities~~filing) ~~and~~ for ~~damages~~interest inpaid ~~an amount believed~~ to beformer inNoteholders ~~excess~~and ~~of $500 million, as well as for punitive damages~~Unitholders.

• The third set of counts in the complaint are against attorney Jon H. Freis and the “Doe” defendants for aiding and abetting securities fraud (Thirteenth Count), aiding and abetting fraud (Fourteenth Count), aiding and abetting breach of fiduciary duty (Fifteenth Count), negligent misrepresentation (Sixteenth Count), professional negligence (Seventeenth Count), and aiding and abetting conversion (Eighteenth Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $500 million, as well as for punitive damages.

• The fourth set of counts in the complaint are against law firm Rome McGuigan, P.C., attorney Brian Courtney, and the “Doe” defendants for aiding and abetting securities fraud (Nineteenth Count), aiding and abetting fraud (Twentieth Count), aiding and abetting breach of fiduciary duty (Twenty-First Count), negligent misrepresentation (Twenty-Second Count), professional negligence (Twenty-Third Count), and aiding and abetting conversion (Twenty-Fourth Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $500 million, as well as for punitive damages.

• The fifth set of counts in the complaint are against law firm Haight Brown & Bonesteel LLP, attorney Ted Handel, and the “Doe” defendants for aiding and abetting securities fraud (Twenty-Fifth Count), aiding and abetting fraud (Twenty-Sixth Count), aiding and abetting breach of fiduciary duty (Twenty-Seventh Count), negligent misrepresentation (Twenty-Eighth Count), professional negligence (Twenty-Ninth Count), and aiding and abetting conversion (Thirtieth Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $20 million, as well as for punitive damages.

Table of Contents

PART II. OTHER INFORMATION (CONTINUED)

Item 1. Legal Proceedings (Continued)

• The sixth set of counts in the complaint are against law firm Bailey Cavalieri LLC, Thomas Geyer, and the “Doe” defendants for aiding and abetting securities fraud (Thirty-First Count), aiding and abetting fraud (Thirty-Second Count), aiding and abetting breach of fiduciary duty (Thirty-Third Count), negligent misrepresentation (Thirty-Fourth Count), professional negligence (Thirty-Fifth Count), and aiding and abetting conversion (Thirty-Sixth Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $500 million, as well as for punitive damages.

• The seventh set of counts in the complaint are against law firm Sidley Austin LLP, attorney Neal Sullivan, and the “Doe” defendants for aiding and abetting securities fraud (Thirty-Seventh Count), aiding and abetting fraud (Thirty-Eighth Count), aiding and abetting breach of fiduciary duty (Thirty-Ninth Count), negligent misrepresentation (Fortieth Count), professional negligence (Forty-First Count), and aiding and abetting conversion (Forty-Second Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $500 million, as well as for punitive damages.

• The eighth set of counts in the complaint are against law firm Davis Graham & Stubbs LLP, attorney S. Lee Terry, Jr., and the “Doe” defendants for aiding and abetting securities fraud (Forty-Third Count), aiding and abetting fraud (Forty-Fourth Count), aiding and abetting breach of fiduciary duty (Forty-Fifth Count), negligent misrepresentation (Forty-Sixth Count), professional negligence (Forty-Seventh Count), and aiding and abetting conversion (Forty-Eighth Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $200 million, as well as for punitive damages.

• The ninth set of counts in the complaint are against law firm Robinson & Cole LLP, attorney Shant Chalian, and the “Doe” defendants for aiding and abetting securities fraud (Forty-Ninth Count), aiding and abetting fraud (Fiftieth Count), aiding and abetting breach of fiduciary duty (Fifty-First Count), negligent misrepresentation (Fifty-Second Count), professional negligence (Fifty-Third Count), and aiding and abetting conversion (Fifty-Fourth Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $5 million, as well as for punitive damages.

• The tenth set of counts in the complaint are against law firm Finn Dixon & Herling LLP, attorney Reed Balmer, and the “Doe” defendants for aiding and abetting securities fraud (Fifty-Fifth Count), aiding and abetting fraud (Fifty-Sixth Count), aiding and abetting breach of fiduciary duty (Fifty-Seventh Count), negligent misrepresentation (Fifty-Eighth Count), professional negligence (Fifty-Ninth Count), and aiding and abetting conversion (Sixtieth Count). These defendants are alleged to be jointly and severally liable for rescission of investors’ purchases of securities and for damages in an amount believed to be in excess of $5 million, as well as for punitive damages.

• The eleventh set of counts in the complaint are against law firms Halloran & Sage LLP; Balcomb & Green, P.C.; Rome McGuigan, P.C.; Haight Brown & Bonesteel LLP; Bailey Cavalieri LLC; Sidley Austin LLP; Davis Graham & Stubbs LLP; Robinson & Cole LLP; and Finn Dixon & Herling LLP; attorney Jon H. Freis, and the “Doe” defendants for actual-intent fraudulent transfer (Sixty-First Count) and constructive fraudulent transfer (Sixty-Second Count). These defendants are alleged to be liable for damages in an amount believed to be in excess of $5 million, as well as for provisional remedies, avoidance of the transfers, and punitive damages.

The case was designated as a complex matter on December 18, 2019 and was assigned to the Honorable Amy Hogue. On July 11, 2022, the matter was reassigned to the Honorable Lawrence P. Riff. The following are updates since the initial filing:

Table of Contents

PART II. OTHER INFORMATION (CONTINUED)

Item 1. Legal Proceedings (Continued)

• On March 20, 2020, two sets of defendants – Sidley Austin LLP and Neal Sullivan; and Davis Graham & Stubbs LLP and S. Lee Terry, Jr. – filed special motions to strike the portions of the complaint directed at them under a California statute (Civil Procedure Code section 425.16) that permits defendants to bring early challenges to causes of action against them that allegedly arise from protected litigation activity if those causes of action lack minimal merit. The defendants that filed these special motions to strike asserted that the claims against them arise from communicative conduct in the course of quasi-judicial proceedings, such as regulatory inquiries, and that the Trust cannot establish a likelihood of prevailing on its claims against them. The Trust opposed these motions, and the matters were heard on July 28, 2020, and taken under submission on that date. On August 14, 2020, the Court entered orders: (i) granting the motion to strike filed by Sidley Austin LLP and Neal Sullivan, and (ii) granting in part and denying in part the motion to strike filed by Davis Graham & Stubbs LLP and S. Lee Terry, Jr. In September 2020, the Trust filed notices of appeal of the foregoing orders, and Davis Graham & Stubbs LLP and S. Lee Terry, Jr. subsequently filed a cross-appeal. On January 27, 2021, the Court entered an order granting, in part, a motion for attorneys’ fees filed by Sidley Austin LLP and Neal Sullivan, pursuant to which the movants were awarded $282,500.00 in fees and $5,600.00 in costs, plus (potentially) additional fees in connection with the prosecution of the appeal. On March 1, 2021, the Trustee appealed the order granting fees and costs. On January 19, 2024, the California Court of Appeal affirmed the trial court’s orders granting Sidley Austin LLP and Neal Sullivan’s motion to strike, as well as the order awarding them attorney’s fees. The Trust has elected not to seek further appellate review of this ruling. The parties have reached a resolution in principle under which the Trust will pay attorneys’ fees and costs owed to Sidley Austin LLP in the amount of $650,000, which amount has not yet been paid.

• On April 13, 2020, four sets of defendants – Rome McGuigan, P.C. and Brian Courtney; Bailey Cavalieri LLC and Thomas Geyer; Robinson & Cole LLP and Shant Chalian; and Finn Dixon & Herling LLP and Reed Balmer – filed motions to quash the service of summonses. The defendants that filed these motions asserted that they are not subject to suit in California because they do not have sufficient contacts with California to justify a California court’s exercise of jurisdiction over them. The Trust opposed these motions, and the matters were heard in part on July 15, 2020 and in part on July 20, 2020, and (with exception of the motion filed by Finn Dixon & Herling LLP and Reed Balmer) were taken under submission on July 20, 2020. The motion filed by Finn Dixon & Herling LLP, and Reed Balmer was taken off calendar prior to July 20, 2020, and the parties thereafter reached a confidential settlement. On July 21, 2020, the Court entered orders granting the motions to quash filed by Rome McGuigan, P.C. and Brian Courtney; Bailey Cavalieri LLC and Thomas Geyer; and Robinson & Cole LLP and Shant Chalian. On September 10, 2020, the Trust filed a notice of appeal of the foregoing orders.

• On June 14, 2021, the Trustee filed a combined opening brief for all of the appeals other than his appeal of the order granting fees and costs to Sidley Austin LLP. Between September 22 and 29, 2021, the respondents filed their opening briefs. On March 17, 2022, the Trustee filed a combined reply brief for all of the appeals other than his appeal of the order granting fees and costs to Sidley Austin LLP. On June 30, 2022, Davis Graham & Stubbs LLP filed its reply brief in support of its cross-appeal of the order denying a portion of its special motion to strike. As described below, the Trust has reached settlements with these defendants and these appeals have been dismissed.

• On June 16, 2020, the Trust reached a confidential settlement with Balcomb & Green, P.C. and Lawrence R. Green. On July 6, 2020, these defendants filed a motion seeking the Court’s determination that the settlement was made in good faith under a California statute (Civil Procedure Code section 877.6) that permits settling defendants to seek a good faith settlement finding in order to bar any other defendant from seeking contribution or indemnity. The motion was unopposed, and the Court entered an order granting it on August 12, 2020.

• On September 11, 2020, the Trust reached a settlement with Finn Dixon & Herling LLP and Reed Balmer that resolved all litigation between them.

• On January 21, 2021, the Trust reached a confidential settlement with Robinson & Cole LLP and Shant Chalian. As part of that settlement, the appeal of the jurisdictional ruling as to those parties has been dismissed.

• The Trust reached a settlement with Davis Graham & Stubbs LLP and Lee Terry on July 29, 2023 for $25.5 million, which amount resulted in proceeds paid to the Trust on October 2, 2023 of approximately $17.0 million, net of attorneys’ fees. The settlement resolved all litigation between the Trust and Davis Graham & Stubbs LLP and Mr. Terry.

Table of Contents

PART II. OTHER INFORMATION (CONTINUED)

Item 1. Legal Proceedings (Continued)

• In March 2023, the Trust dismissed its claims against Jon H. Freis.

• In April 2023, the Trust reached a settlement with Bailey Cavalieri LLC and Thomas Geyer that resolved all litigation between them.

• In June 2023, the Trust reached a settlement with Halloran & Sage and Richard Roberts for the remaining amount of the law firm’s applicable liability insurance policies, which resulted in proceeds paid to the Trust on August 11, 2023 of approximately $13.2 million, net of attorneys’ fees and other litigation expenses. This settlement resolved all litigation between the Trust and Halloran & Sage and Richard Roberts.

• On November 4, 2023, the Trust and law firm Rome McGuigan, P.C. agreed to settle the Trust’s pending litigation against that firm and related defendants for $5.0 million. On January 23, 2024, the court granted Rome McGuigan, P.C.’s motion to determine that the settlement with the Trust was reached in good faith. The Trust received the settlement payment on February 12, 2024. This settlement resolved all litigation between the Trust and Rome McGuigan, P.C.

• The remaining defendants in this action are Haight Brown & Bonesteel LLP and its partner Ted Handel. A status conference is scheduled for June 11, 2024.

Goldberg v. Rome McGuigan, P.C., et al., Case No. 2:20-cv-09958-JFW-SK (C.D. Cal.). On October 28, 2020, the Trust filed a federal lawsuit against four defendants that prevailed on the motions to quash service of summons in the California state court action (Rome McGuigan, P.C.; Brian Courtney; Bailey Cavalieri LLC; and Thomas Geyer), as well as a fifth defendant (Ivan Acevedo), and certain “Doe” defendants.” The complaint contains counts for (i) violations of section 10(b) of the Exchange Act and Rule 10b-5; (i) aiding and abetting fraud; (iii) aiding and abetting breach of fiduciary duty; (iv) negligent misrepresentation; (v) professional negligence; (vi) aiding and abetting conversion; (vii) actual fraudulent transfer; and (viii) constructive fraudulent transfer. The conduct challenged in the complaint includes certain of the same conduct challenged in the California state court action, and a footnote in the complaint explains: “Plaintiff filed an action in Los Angeles Superior Court against [four of these defendants] raising some of the claims asserted in this action. Those defendants filed a motion to quash service, alleging that the court did not have personal jurisdiction. The Court granted those motions, and Plaintiff appealed. Plaintiff brings this action to preserve his rights and ensure that his claims against [the defendants] are adjudicated on the merits. Should the state court appeal be successful, resulting in two cases being simultaneously litigated on the merits in two forums, [plaintiff] will consider dismissing this action and litigating the case in state court.” On January 4, 2021, the four defendants from the California state court action filed motions to dismiss this federal lawsuit, and on March 4, 2021, the court entered an order granting those motions in part by dismissing the first count (arising under the federal securities laws), without ruling on the remaining counts (arising under state law) in light of potential personal jurisdiction issues. On March 29, 2021, the same four defendants again moved to dismiss the remaining counts for lack of personal jurisdiction. On April 23, 2021, the federal court entered an order granting those motions but has not yet entered a final judgment. As noted above, in April 2023, the Trust reached a settlement with Bailey Cavalieri LLC and Thomas Geyer that resolved all litigation between them. Also as noted above, on November 4, 2023, the Trust and law firm Rome McGuigan, P.C. agreed to settle the Trust’s pending litigation against that firm and related defendants for $5.0 million. The settlement payment was received on February 12, 2024. All of the Trust’s claims against Rome McGuigan, P.C. and related defendants are resolved.

Avoidance actions. The Trust is currently prosecuting several legal actions to recover preferential payments, fraudulent transfers, and other funds subject to recovery by the bankruptcy estate. These actions were filed in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), are pending before the Honorable J. Kate Stickles, and generally fall into the following categories:

Table of Contents

PART II. OTHER INFORMATION (CONTINUED)

Item 1. Legal Proceedings (Continued)

• Preferential transfers and/or fraudulent transfers (Noteholders and Unitholders). Certain of the actions include claims arising under chapter 5 of the Bankruptcy Code and seek to avoid or recover payments made by the Debtors: (1) during the 90 days prior to the December 4, 2017 bankruptcy filing, including payments to miscellaneous vendors and former Noteholders and Unitholders; and/or (2) during the course of the Ponzi scheme (from July 2012 through the December 4, 2017 bankruptcy filing) for interest paid to former Noteholders and Unitholders.

• Fraudulent transfers (Shapiro personal expenses). Two remaining actions include claims arising under chapter 5 of the Bankruptcy Code and seek to avoid and recover payments made by the Debtors during the course of the Ponzi scheme (from July 2012 through the December 4, 2017 bankruptcy filing) for the personal expenses of Robert and Jeri Shapiro, including those identified in a forensic report prepared in connection with an SEC enforcement action in the United States District Court for the Southern District of Florida.

•

Fraudulent transfers and fraud (against former agents). Certain of the actions, which arise under chapter 5 of the Bankruptcy Code and applicable state law governing fraudulent transfers, seek to avoid and recover payments made by the Debtors during the course of the Ponzi scheme (from July 2012 through the December 4, 2017 bankruptcy filing) for commissions to former agents, as well as for fraud, aiding and abetting fraud, and the unlicensed sale of securities asserted by the Trust based on claims contributed to the Trust by defrauded investors. These actions were filed by the Trust in the Bankruptcy Court between November 15, 2019 and December 4, 2019. Actions of this type are also being pursued by the SEC, and it is the Trust’s understanding that any recoveries obtained by the SEC will be transmitted to the Trust pursuant to a Fair Fund established by the SEC.

•Wind-Down ~~Fraudulent~~Group transfers (Kenneth Halbert). The Trust has pursued fraudulent transfer claims against Kenneth Halbert to avoid and recover prepetition payments of principal and interest to Mr. Halbert. The Trust filed its initial complaint on December 1, 2019 and the operative first amended complaint on December 7, 2021. Fact discovery closed on April 24, 2023. Thereafter, on June 27, 2023, the Trust agreed to settle its pending fraudulent transfer claims against Kenneth Halbert. The terms of the settlement are contained in a settlement agreement between the Trust and Mr. Halbert. Under the agreement, the Trust agreed to dismiss its claims against Mr. Halbert for the sum of $4 million, payable in cash to the Trust. The Trust received the settlement payment on August 15, 2023 and dismissed the action against Mr. Halbert on August 22, 2023.Litigation

•As ~~Recovery~~disclosed ~~of United States Trustee Fees. On June 6~~above, ~~2022,~~during the ~~United~~year ~~States~~ended ~~Supreme~~June ~~Court determined in Siegel v. Fitzgerald~~30, ~~596 U.S. 464 (2022)~~2023, ~~that~~ a ~~statutory~~construction ~~amendment~~defect ~~that~~claim ~~imposed a temporary increase in the United States Trustee fees payable in bankruptcy cases in certain judicial districts (but not in other districts)~~ was ~~unconstitutional~~asserted asagainst ~~a violation of~~ the ~~uniformity~~Development ~~requirement~~Entity ofby the ~~Bankruptcy~~buyer ~~Clause~~ of ~~the~~a ~~United~~single-family ~~States~~home ~~Constitution.~~sold ~~Following Siegel, certain representatives of bankruptcy estates in the affected districts filed lawsuits seeking refunds of the incremental amounts paid~~ by ~~those estates for United States Trustee fees in excess of~~ the ~~amounts~~Development ~~that would have been paid absent the unconstitutional statutory amendment~~Entity. On December 29, 2022, the Trust file such a complaint in the Bankruptcy Court against Andrew R. Vara, in his capacity as the United States Trustee for Region 3, Tara Twomey, in her capacity as Director of the Executive Office for United States Trustees, and the United States Trustee Program (Adv. No. 22-50516). The ~~Complaint~~Company ~~seeks~~believes athat ~~refund~~all inor ~~the~~substantially ~~amount~~all of ~~$1,920,219 in connection with~~ the ~~overpayment~~construction ofdefect ~~United~~claim ~~States~~is ~~Trustee~~largely ~~fees~~attributable during the Bankruptcy Cases. On August 3, 2023, the Trust filed a motion for summary judgment in this action. On September 29, 2023, the United States Supreme Court granted the petition for a writ of certiorari in United States Trustee v. John Q. Hammons Fall 2006 LLC, No. 22-1238 (U.S.) on the issue of the appropriate remedy for the Constitutional violation identified in Siegel, which issue affects the numerous cases throughout the affected districts in which unconstitutional United States Trustee fees were assessed and paid. Prior to ~~the~~work ~~deadline~~performed ~~for~~by ~~the~~third ~~United States Trustee defendants in the Trust’s refund lawsuit to respond to the Trust’s motion for summary judgment, the~~ parties ~~entered into a stipulation staying the Trust’s action until the Supreme Court renders a decision in the Hammons case. Oral argument~~ before the ~~Supreme~~Development ~~Court~~Entity inacquired the ~~Hammons case took place on January 9, 2024~~property. The Asfollowing ofis ~~the date hereof,~~ a summary ~~decision~~of by the ~~Supreme~~two ~~Court~~legal ~~has~~proceedings ~~not~~recently ~~been~~commenced ~~issued~~by ~~and, as such,~~ the ~~Trust’s~~Development ~~action~~Entity ~~remains~~in ~~stayed.~~connection Aswith ~~a result, at this time,~~ the ~~Trust~~construction isdefect ~~unable to determine if any refund will be obtained or the timing of any such refund.~~claim:

37• On May 28, 2024, the Development Entity filed a lawsuit in Los Angeles Superior Court against 13 different parties, including the prior owner, contractors and other professionals involved in the development of the site and the construction of the home. The lawsuit seeks, among other relief, contribution from these parties for the costs that the Development Entity has incurred, and may incur, in connection with the investigation and repair of the construction defect claim. Based on further investigation after filing of the complaint, the Development Entity dismissed without prejudice three defendants. This litigation is in its preliminary stages.

Table of Contents

PART II. OTHER INFORMATION ~~(CONTINUED)~~

Item 1.

Legal Proceedings (Continued)

• On August 9, 2024, the Development Entity filed a lawsuit in Los Angeles Superior Court against its primary and excess insurers demanding that they defend and indemnify it against the construction defect claim. The ~~Trust~~lawsuit seeks, among other relief, damages from the primary insurer for amounts the Development Entity has ~~filed~~incurred, ~~over~~and ~~400~~may ~~legal~~incur, ~~actions~~in connection with the investigation and repair of ~~this~~the ~~nature~~construction defect claim, ~~many~~as well as declaratory relief against both the primary and excess insurers. The primary insurer has agreed to defend the Development Entity subject to a reservation of ~~which~~rights, ~~have~~but ~~been~~has ~~resolved~~not agreed to indemnify the Development Entity, ~~resulting~~nor inhas ~~recoveries~~it byreimbursed orthe ~~judgments~~Development inEntity ~~favor~~for most of the ~~Trust~~out-of-pocket costs incurred to date, which the Development Entity asserts are covered by the primary policy. AsThe ofCompany ~~May~~and 13the primary insurer have agreed to stay the litigation until January 21, ~~2024~~2025, 34during which time the parties will seek informal resolution of ~~these~~the ~~legal actions~~dispute. ~~remain~~The ~~pending~~Development Entity has also agreed to dismiss the suit against the excess insurer without prejudice and subject to a tolling agreement given that it is not yet clear that the excess policy will be triggered.

~~Since~~ In ~~inception~~addition, ~~and~~in asearly ofJuly ~~May 13,~~ 2024, the ~~Trust~~Liquidation ~~has~~Trustee ~~entered~~received ~~into~~two ~~settlements~~summonses inwhich ~~approximately~~named ~~237~~a ~~legal~~Debtor ~~actions~~as ~~and~~a ~~approximately~~defendant. Both ~~245~~complaints, ~~potential~~filed ~~avoidance claims~~in ~~for~~the ~~which~~Lucas ~~litigation~~County ~~was~~Prosecutors ~~not~~Office ~~filed~~in the State of Ohio, ~~resulting~~relate into ~~aggregate~~delinquent ~~settlements~~real ofestate ~~approximately~~taxes ~~$22.48~~on ~~million~~properties ofthat ~~cash~~serve ~~payments~~as ~~made~~collateral orfor ~~due~~a toloan ~~the~~that ~~Trust~~is ~~and~~owned ~~approximately~~by ~~$11~~a Wind-Down Subsidiary.28 In ~~million~~August in2024, ~~reductions~~the ofCompany ~~claims~~responded ~~against~~to ~~the~~both ~~Trust~~complaints.

Additionally, as of May 13, 2024, the Trust has obtained judgments of approximately $169.07 million, including default judgments of approximately $152.89 million and stipulated judgments of approximately $16.18 million. It is unknown at this time how much, if any, will ultimately be collected on these judgments, as stipulated and default judgments are commonly obtained where the defendant has insufficient assets, if any, to satisfy a judgment.26

Other legal proceedings. In addition, other legal proceedings were prosecuted by the Trust and United States governmental authorities, which actions resulted in recoveries in favor of the Trust. Such actions include:

• Actions regarding the Shapiro’s personal assets. On December 4, 2019, the Trust filed an action in the Bankruptcy Court, Adv. Pro. No. 10-51076 (BLS), Woodbridge Liquidation Trust v. Robert Shapiro, Jeri Shapiro, 3X a Charm, LLC, Carbondale Basalt Owners, LLC, Davana Sherman Oaks Owners, LLC, In Trend Staging, LLC, Midland Loop Enterprises, LLC, Schwartz Media Buying Company, LLC and Stover Real Estate Partners LLC. In this action, the Trust asserts claims under chapter 5 of the Bankruptcy Code and applicable state law for avoidance of preferential and fraudulent transfers together with claims for fraud, aiding and abetting fraud, the unlicensed sale of securities, breach of fiduciary duty and unjust enrichment. The Trust seeks to recover damages and assets held in the names of Robert Shapiro, Jeri Shapiro and their family members and entities owned or controlled by them, which assets the Trust contends are beneficially owned by the Debtors or for which the Debtors are entitled to recover based on the Shapiros’ defalcations, including over $20 million in avoidable transfers. On February 4, 2022, the Trust entered into a Settlement Agreement with Ms. Jeri Shapiro resolving the Trust’s adversary proceeding against Ms. Shapiro. In connection with the Settlement Agreement, Ms. Shapiro responded to interrogatories from the Trust and submitted a declaration under penalty of perjury detailing her lack of assets. Upon execution of the Settlement Agreement, Ms. Shapiro executed and delivered a Stipulated Judgment for approximately $20.6 million that will be held by the Trust in escrow for three years that can be entered without notice if the Trust learns Ms. Shapiro’s representations in her declaration were false or materially inaccurate. Additionally, Ms. Shapiro authorized the Trust to expunge the filed claims of certain co-defendants for entities she was listed as an officer and turned over payments to the Trust that were received by certain co-defendants in the adversary proceeding. A stipulation of dismissal (as to Ms. Shapiro only) was entered on April 1, 2022.

• Criminal proceeding and forfeiture. In connection with the United States’ criminal case against Robert Shapiro (Case No. No. 19-20178-CR-ALTONAGA (S.D. Fla. 2019)), Shapiro agreed to the forfeiture of certain assets. The Trust filed a petition in the Florida court to claim the Forfeited Assets as property of the Debtors’ estates, and therefore as property that had vested in the Trust pursuant to the Plan. The Trust has entered into an agreement with the United States Department of Justice to resolve its claim. The agreement was approved by the Bankruptcy Court on September 17, 2020 and was approved by the United States District Court on October 1, 2020. Among other things, the agreement provides for the release of specified Forfeited Assets by the United States to the Trust, and for the Trust to liquidate those assets and distribute the net sale proceeds to Qualifying Victims, which include the vast majority of Trust beneficiaries—specifically, all former holders of Class 3 and 5 claims under the Plan and their permitted assigns—but do not include former holders of Class 4 claims under the Plan. The Trust has taken possession of the Forfeited Assets and has sold the wine, gold, clothing, handbags, shoes and an automobile. A substantial majority of the jewelry and art have also been sold.

Wind-Down Group litigation. The Wind-Down Group owned a portfolio of real estate assets, which included secured loans and other properties. As part of its recovery efforts, the Wind-Down Group, through its subsidiaries, is involved in ordinary routine litigation incidental to such assets. Among other litigation, certain Woodbridge entities (including the Trust, the Wind-Down Entity, and WB 8607 Honoapiilani, LLC) filed an action against Certain Underwriters at Lloyd’s of London in Los Angeles Superior Court, alleging that the defendant insurer breached its obligations under an insurance policy purchased to protect a property owned by WB 8607 Honoapiilani (a subsidiary of the Wind-Down Entity) in Hawaii, which property was destroyed by fire in August 2017. The Superior Court granted the defendant’s motion for summary judgment, and on March 25, 2021 entered judgment in favor of the defendant. The judgment provided that plaintiffs take nothing by way of the complaint. Further, the judgment provided that defendant refund plaintiffs for the premium payments under the insurance policy at issue in the lawsuit ($110,829.43), less all amounts paid by the defendant in respect of claims under the policy ($97,770.38) and less defendant’s costs (defendant requested costs of $9,874.71). Plaintiffs appealed the judgment. The appeal was fully briefed, and oral argument took place before the Court of Appeal on November 21, 2022. After extending its time to rule on the submitted matter, the Court of Appeal entered its ruling on April 19, 2023. In an unpublished opinion, the Court of Appeal affirmed the judgment of the Superior Court and awarded costs on appeal to the respondent Underwriters. Although the Wind Down Entity had a right to petition the California Supreme Court for review, such petitions are rarely granted, and counsel did not believe that there was a realistic chance that the petition would be granted, particularly since the Court of Appeal opinion is unpublished and would not be citable precedent in California. As such, the Court of Appeal opinion became final 30 days after entry, on May 19, 2023.

Table of Contents

PART II. OTHER INFORMATION ~~(CONTINUED)~~

Item 1A.

Risk Factors

Please see the applicable risks in Item 1A of our Annual Report on Form 10-K filed with the SEC on September 2827, ~~2023~~2024.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

In accordance with the Plan, all Liquidation Trust Interests have been issued without registration under the Securities Act. The Liquidation Trust Interests have been issued only to holders of allowed claims in Class 3, Class 4, and Class 5 under the Plan entirely in exchange for such claims. See “Item 1. Business - D. Plan Provisions Regarding the Company - 2. ~~Treatment~~ Treatment under the Plan of holders of claims against and equity interests in the Debtors” of our Annual Report on Form 10-K filed with the SEC on September 2827, ~~2023~~2024. During the period from February 15, 2019 (inception) through ~~March~~September 3130, 2024, ~~the~~ the Trust has issued an aggregate of 11,~~543~~544,~~781~~753 Class A Interests and an aggregate of ~~677~~678,~~790~~123 Class B Interests. As of ~~March~~September 3130, 2024, the Trust had 11,~~514~~515,~~662~~807 Class A Interests and 675,~~617~~951 Class B Interests outstanding. All Liquidation Trust Interests were issued on the Plan Effective Date or from time to time thereafter as soon as practicable as and when claims in Class 3, Class 4 or Class 5 have become allowed.

During the three months ended ~~March~~September 3130, 2024, the Trust did not issue any Liquidation Trust Interests.

The issuance of Liquidation Trust Interests has occurred in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 1145(a)(1) of the Bankruptcy Code. Section 1145(a)(1) exempts the offer and sale of securities under a plan of reorganization from registration under the Securities Act and state securities laws and regulation if (i) the securities are offered and sold under a plan of reorganization and are securities of the debtor, of an affiliate of the debtor participating in a joint plan with the debtor, or of a successor to the debtor under the plan; (ii) the recipients of the securities hold a pre-petition or administrative claim against the debtor or an interest in the debtor; and (iii) the securities are issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The Trust believes that the Liquidation Trust Interests are securities of a “successor” to the Debtors within the meaning of Section 1145(a)(1), and such securities were issued under the Plan entirely in exchange for allowed claims in Class 3, Class 4, and Class 5 under the Plan.

Item 3. Defaults ~~Upon~~upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

None.

Item 5.

Other Information

None.

3927

Table of Contents

PART II. OTHER INFORMATION ~~(CONTINUED)~~

Item 6. Exhibits ~~(CONTINUED)~~

Exhibit Number and Description

2.1	First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and its Affiliated Debtors dated August 22, 2018, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.
3.1	Certificate of Trust of Woodbridge Liquidation Trust dated February 14 and effective February 15, 2019, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.
3.2	Liquidation Trust Agreement of Woodbridge Liquidation Trust dated February 15, 2019, as amended by Amendment No. 1 dated August 21, 2019 and Amendment No. 2 dated September 13, 2019, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.
3.3	Amendment No. 3 to Liquidation Trust Agreement dated as of November 1, 2019, incorporated herein by reference to ~~the~~Amendment ~~Quarterly~~No. ~~Report~~1 to Registration Statement on Form 10-Q filed by the Trust on ~~November~~December 913, ~~2023~~2019.
3.4	Amendment No. 4 to Liquidation Trust Agreement dated as of February 5, 2020, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on February 6, 2020.
3.5*	Amendment No. 5 to Liquidation Trust Agreement dated as of May 9, 2024.
3.5	Amendment No. 5 to Liquidation Trust Agreement dated as of May 9, 2024, incorporated herein by reference to Form 10-Q filed by the Trust on May 13, 2024.
3.6	Amended and Restated Bylaws of Woodbridge Liquidation Trust effective August 21, 2019, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.
10.1	Limited Liability Company Agreement of Woodbridge Wind-Down Entity LLC dated February 15, 2019, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.
10.2	First Amendment to Limited Liability Agreement of Woodbridge Wind-Down Entity LLC dated November 30, 2022, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on December 1, 2022.
10.3	Second Amendment to Limited Liability Agreement of Woodbridge Wind-Down Entity LLC dated as of March 27, 2023, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on March 29, 2023.
10.4	Third Amendment to Limited Liability Agreement of Woodbridge Wind-Down Entity LLC dated as of April 28, 2023, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on May 1, 2023.
10.5	Employment Agreement dated November 12, 2019 between Woodbridge Wind-Down Entity LLC and Marion W. Fong, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019.
10.6	First Amendment to Employment Agreement dated September 24, 2020 between Woodbridge Wind-Down Entity LLC and Marion W. Fong, incorporated herein by reference to the Form 10-K filed by the Trust on September 28, 2020.
10.7	Indemnification Agreement dated November 12, 2019 between Woodbridge Wind-Down Entity LLC and Marion W. Fong, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019.
10.8	Part-Time Employment Agreement dated November 30, 2022 between Woodbridge Wind-Down Entity and Marion W. Fong, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on December 1, 2022.

10.2	First Amendment to Limited Liability Agreement of Woodbridge Wind-Down Entity LLC dated November 30, 2022, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on December 1, 2022.

10.3	Second Amendment to Limited Liability Agreement of Woodbridge Wind-Down Entity LLC dated as of March 27, 2023, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on March 29, 2023.

10.4	Third Amendment to Limited Liability Agreement of Woodbridge Wind-Down Entity LLC dated as of April 28, 2023, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on May 1, 2023.

10.5	Indemnification Agreement dated November 12, 2019 between Woodbridge Wind-Down Entity LLC and Marion W. Fong, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019.

10.6	Part-Time Employment Agreement dated November 30, 2022 between Woodbridge Wind-Down Entity and Marion W. Fong, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on December 1, 2022.

10.7	Part-Time Employment Agreement dated November 30, 2022 between Woodbridge Wind-Down Entity and David Mark Kemper, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on December 1, 2022.

10.8	Indemnification Agreement dated November 12, 2019 between Woodbridge Wind-Down Entity LLC and David Mark Kemper, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019.

10.09	Stipulation and Settlement Agreement between the United States and Woodbridge Liquidation Trust, as approved by order of the United States Bankruptcy Court for the District of Delaware entered September 17, 2020, incorporated herein by reference to the Form 10-K filed by the Trust on September 28, 2020.

31.1*	Certification of Liquidation Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*	Certification of Liquidation Trustee pursuant to 18 U.S.C. 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1	Findings of Fact, Conclusions of Law, and Order Confirming the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and its Affiliated Debtors, entered October 26, 2018, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.

101	The following financial statements from the Woodbridge Liquidation Trust Annual Report on Form 10-K for the three months ended September 30, 2024, formatted in eXtensible Business Reporting Language (XBRL): (i) consolidated statements of net assets in liquidation as of September 30, 2024 and June 30, 2024, (ii) consolidated statements of changes in net assets in liquidation for the three months ended September 30, 2024 and 2023, (iii) the notes to the consolidated financial statements. XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

104	Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

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PART II. OTHER INFORMATION (CONTINUED)

Item 6. Exhibits (Continued)

10.9	Employment Agreement dated November 12, 2019 between Woodbridge Wind-Down Entity LLC and David Mark Kemper, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019.
10.10	First Amendment to Employment Agreement dated September 24, 2020 between Woodbridge Wind-Down Entity LLC and David Mark Kemper, incorporated herein by reference to the Form 10-K filed by the Trust on September 28, 2020.
10.11	Part-Time Employment Agreement dated November 30, 2022 between Woodbridge Wind-Down Entity and David Mark Kemper, incorporated herein by reference to the Current Report on Form 8-K filed by the Trust on December 1, 2022.
10.12	Indemnification Agreement dated November 12, 2019 between Woodbridge Wind-Down Entity LLC and David Mark Kemper, incorporated herein by reference to Amendment No. 1 to Registration Statement on Form 10 filed by the Trust on December 13, 2019.
10.13	Stipulation and Settlement Agreement between the United States and Woodbridge Liquidation Trust, as approved by order of the United States Bankruptcy Court for the District of Delaware entered September 17, 2020, incorporated herein by reference to the Form 10-K filed by the Trust on September 28, 2020.
10.14	Settlement Agreement dated August 6, 2021 by and among Mark Baker, Jay Beynon as Trustee for the Jay Beynon Family Trust DTD 10/23/1998, Alan and Marlene Gordon, Joseph C. Hull, Lloyd and Nancy Landman, and Lilly A. Shirley on behalf of themselves and the proposed Settlement Class, Michael I. Goldberg, as Trustee for Woodbridge Liquidation Trust, and Comerica Bank, incorporated herein by reference to the Form 10-K filed by the Trust on September 27, 2021.
31.1*	Certification of Liquidation Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Liquidation Trustee pursuant to 18 U.S.C. 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Findings of Fact, Conclusions of Law, and Order Confirming the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and its Affiliated Debtors, entered October 26, 2018, incorporated herein by reference to the Registration Statement on Form 10 filed by the Trust on October 25, 2019.
101	The following financial statements from the Woodbridge Liquidation Trust Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in eXtensible Business Reporting Language (XBRL): (i) consolidated statements of net assets in liquidation as of March 31, 2024 and June 30, 2023, (ii) consolidated statements of changes in net assets in liquidation for the three months ended March 31, 2024 and 2023, (iii) consolidated statements of changes in net assets in liquidation for the nine months ended March 31, 2024 and 2023 and (iv) the notes to the consolidated financial statements. XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104	Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Woodbridge Liquidation Trust
Date: May 13, 2024	By:	/s/ Michael I. Goldberg
Date: November 12, 2024	By:	/s/ Michael I. Goldberg
		Michael I. Goldberg,
		Liquidation Trustee

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