UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~October 631, 2025

Shepherd’s Finance, LLC

(Exact name of registrant as specified in its charter)

Commission File Number: 333-224557

Delaware

36-4608739

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

13241 Bartram Park Blvd., Suite 2401, Jacksonville, Florida 32258

(Address of principal executive offices, including zip code)

(302) 752-2688

(Registrant’s telephone number, including area code)

None.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
None		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

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 provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 14.01. ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

On ~~August~~November 61, 2025, ~~Shepherd’s Finance, LLC (~~the ~~“Company”),~~partners ~~entered~~and ~~into~~professional astaff ~~Membership~~of ~~Interest~~Horne ~~Purchase~~LLP ~~Agreement~~ (~~the~~ “~~Purchase Agreement~~Horne”) ~~with Mark L. Hoskins and Barrett Hoskins (“Buyers”)~~, ~~pursuant to~~ which ~~the~~was ~~Buyers~~engaged ~~agreed to~~as ~~purchase from~~ the ~~Company~~independent registered ~~and~~public ~~the~~accounting ~~Company~~firm ~~agreed to sell to the Buyers 100%~~ of the ~~membership~~registrant, ~~interests~~Shepherd’s ~~(the “Disposition”) in 339 Justabout Land Co.~~Finance, LLC (the “~~339~~Company”), ajoined ~~land~~BDO ~~development company~~USA, ~~for a purchase price of $10,366,869~~ P.C. (~~the~~ “~~Purchase Price~~BDO”). ~~339~~as ~~was formed by the Buyers in 2022 and purchased~~ a ~~large~~result ~~tract~~ of ~~land in Peters Township, Washington County, Pennsylvania,~~ a ~~suburb~~transaction ofbetween ~~Pittsburgh.~~Horne ~~The~~and ~~property has since been subdivided into two parcels~~BDO. ~~One~~In ~~parcel~~anticipation isof ~~developed~~the ~~into~~closing 38of ~~lots~~this ~~for~~transaction ~~the construction~~on ofNovember ~~homes~~1, ~~of which 16 lots were purchased and are currently owned by Benjamin Marcus Homes~~2025, ~~LLC~~Horne ~~(“BMH”),~~resigned ~~and~~as the ~~other~~Company’s ~~parcel~~independent isregistered ~~being~~public ~~developed~~accounting ~~into~~firm 24on ~~lots~~October 31, ~~which are available for construction once completed~~2025. On ~~339~~November ~~was~~3, ~~initially~~2025, ~~acquired~~following by the ~~Company~~resignation onof ~~February 15~~Horne, ~~2024, from~~ the ~~Buyers~~Company, through aand ~~Membership~~with ~~Interest~~the ~~Purchase~~approval ~~Agreement, for a purchase price~~ of ~~approximately~~its $3Audit Committee,~~892,000,~~ ~~which~~appointed BDO ~~purchase~~as ~~was~~its ~~subject~~independent toregistered ~~the~~public ~~debt~~accounting ~~owed by 339 inclusive of approximately $892,000 owed to the Company~~firm.

The ~~Company,~~reports asof ~~the~~Horne ~~lender,~~on ~~previously entered into a certain Amended, Restated and Consolidated Credit Agreement (~~the ~~“A&R Credit~~financial ~~Agreement”)~~statements ~~with~~of ~~Benjamin Marcus Homes. L.L.C., Investor’s Mark Acquisitions, LLC, and 339 Justabout Land Co., LLC (each a “Borrower” and collectively,~~ the ~~“Borrowers”)~~Company ~~dated~~for ~~January 27, 2022, as amended by~~ the ~~First Amendment~~fiscal ~~dated~~years ~~April~~ended ~~12,~~December ~~2022~~31, 2024 and ~~the Second Amendment dated March 3,~~ 2023, ~~pursuant~~did tonot ~~which~~contain ~~the maximum principal loan amount is~~any ~~$8,500,000~~adverse ~~and~~opinion ~~the exiting commitment was $1,950,000 immediately prior to the Disposition. All of these Borrowers are under common ownership by one~~ or ~~both~~disclaimer of ~~the~~opinion ~~Buyers of 339~~ and ~~collectively~~were ~~represents~~not ~~the~~qualified ~~Company’s~~or ~~largest~~modified ~~customer. In connection with the Purchase Agreement, the Company has entered into the Third Amendment to the A&R Credit Agreement (“Third Amendment”),~~ as ~~the lender,~~ to ~~the Borrowers~~uncertainty, toaudit ~~increase~~scope the loan commitment to $13,450,000 to facilitate the repurchase of 339, to fund future development, and to establish an interest escrow account. Pursuant to the Third Amendment, the unpaid principal balance attributable to advances made prior to the date of the Third Amendment bears interest rate of Cost of Funds plus 7.0% per annum, while all new advances made on or ~~after~~accounting ~~the date of the Third Amendment bears interest rate of Cost of Funds plus 5~~principles.~~5% per annum.~~

~~The~~During ~~foregoing~~the ~~description~~Company’s offiscal ~~the~~years ~~Purchase~~ended ~~Agreement~~December 31, 2024 and 2023, and through October 31, 2025 there were no disagreements between the Company ~~Third~~and ~~Amendment~~Horne on any matter of accounting principles or practices, ~~does~~financial statement disclosure, or auditing scope or procedure, which disagreements, if not ~~purport~~resolved to bethe ~~complete~~satisfaction ~~and~~of isHorne, ~~qualified~~would inhave ~~its~~caused ~~entirety by~~Horne to make reference to the ~~full~~subject ~~text~~matter of the ~~Purchase~~disagreements ~~Agreement~~in ~~and~~connection with its audit reports on the ~~Third~~Company’s ~~Amendment,~~financial ~~copies~~statements. ofDuring ~~which~~the ~~are~~Company’s ~~filed~~past asfiscal years ~~Exhibits~~ended ~~10.1~~December 31, 2024, and ~~10.2~~the interim period through October 31, ~~respectively~~ 2025, toHorne ~~this~~did ~~Current~~not ~~Report~~advise onthe ~~Form~~Company ~~8-K~~of ~~and~~any ~~are~~of ~~incorporated~~the ~~herein~~matters specified byin ~~reference~~Item 304(a)(1)(v) of Regulation S-K.

The Company provided Horne with a copy of this report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with 2the Securities and Exchange Commission and requested that Horne furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree.~~01.~~ ~~Completion~~A copy of ~~Acquisition~~the orletter ~~Disposition~~from ofHorne ~~Assets~~is filed as Exhibit 16.1 hereto.

OnDuring ~~August~~the 6,Company’s ~~2025~~two most recently completed fiscal years and through the date of engagement of BDO, neither the Company ~~completed~~nor anyone on behalf of the ~~Disposition~~Company consulted with BDO regarding (a) the application of ~~339.~~accounting ~~The~~principles ~~information~~to ~~contained~~a inspecified ~~Item~~transaction, ~~1.01~~either completed or proposed, or the type of ~~this~~audit ~~Current~~opinion ~~Report~~that might be rendered on ~~Form~~the ~~8-K~~Company’s financial statements as to which the isCompany ~~incorporated~~received ~~herein~~a bywritten ~~reference~~report ~~into~~or ~~this~~oral ~~Item~~advice 2that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement or a reportable event as defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.~~01.~~

Item 9.01. Financial Statements and Exhibits.

(bd) ~~Pro forma financial information.~~Exhibit

Shepherd’s Finance, LLC

16.1	Letter from HORNE LLP dated November 1, 2025
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~~Unaudited Consolidated Pro Forma Balance Sheet~~SIGNATURES

AsPursuant to the requirements of ~~June~~the 30Securities Exchange Act of 1934, ~~2025~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(in thousands of dollars)		Shepherds Finance, LLC		Less: Disposition of 339 Justabout Land Co, LLC			Pro Forma Consolidated
	SHEPHERD’S FINANCE, LLC
Assets
Date: November 5, 2025	By:	/s/ Daniel M. Wallach
Cash and cash equivalents		$	1,382	$	-		$	1,382
		Chief Executive Officer and Manager
Certificates of deposit			1,140		-			1,140
Certificates of deposit, restricted			1,135		-			1,135
Accrued interest receivable			809		-			809
Loans receivable, net			47,180		11,367	(a)		58,547
Real estate investments			11,594		(9,650	)(b)		1,944
Foreclosed assets, net			1,514		-			1,514
Premises and equipment			803		-			803
Other assets			2,414		(725	)(b)		1,689
Total assets			67,971	$	992		$	68,963
Liabilities, Redeemable Preferred Equity, and Members’ Capital
Customer interest escrow		$	779		1,000	(a)	$	1,779
Accounts payable and accrued expenses			539		-			539
Accrued interest payable			3,201		-			3,201
Notes payable secured, net of deferred financing costs			20,291		-			20,291
Notes payable unsecured, net of deferred financing costs			34,442		-			34,442
Deferred revenue – real estate investments			279		(279	)(b)		-
Total liabilities			59,531		721		$	60,252
Members’ Capital
Series C preferred equity			6,782		-			6,782
Class A common equity			1,658		271	(b)		1,929
Members’ capital		$	8,440	$	-		$	8,711
Total liabilities, preferred equity and members’ capital		$	67,971	$	992		$	68,963

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

Shepherd’s Finance, LLC

Interim Consolidated Pro Forma Statement of Operations - Unaudited

For the Six Months Ended June 30, 2025

(in thousands of dollars)	Shepherds Finance, LLC		Less: Disposition of 339 Justabout Land Co, LLC			Pro Forma Consolidated
Net Interest Income
Interest and fee income on loans	$	4,965	$	1,031	(c)	$	5,996
Interest expense:
Interest related to secure borrowings		609		396	(d)		1,005
Interest related to unsecured borrowings		1,790		-			1,790
Interest expense		2,399		396			2,795
Net interest and fee income		2,566		635			3,201
Less: Provision for credit losses		120		-			120
Net interest income after provision for credit losses		2,446		635			3,081
Non-Interest Income
Revenue from the sale of land parcels		2,805		(2,805	)(e)		-
Option fee income		274		(274	)(e)		-
Other income		101		-			101
Total non-interest income		3,180		(3,079	)		101
Income before non-interest expense		5,626		(2,444	)		3,182
Non-Interest Expense
Cost of land parcels sold		2,805		(2,805	)(e)		-
Selling, general and administrative		1,896		-			1,896
Depreciation and amortization		40		-			40
Loss on foreclosed assets		19		-			19
Total non-interest expense		4,760		(2,805	)		1,955
Net income	$	866	$	361		$	1,227
Net income attributable to preferred equity holders		457		-			457
Net income attributable to common equity holders	$	409	$	361		$	770

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

Shepherd’s Finance, LLC

Consolidated Pro Forma Statement of Operations - Unaudited

For the year ended December 31, 2024

(in thousands of dollars)	Shepherds Finance, LLC		Less: Disposition of 339 Justabout Land Co, LLC			Pro Forma Consolidated
Net Interest Income
Interest and fee income on loans	$	10,198	$	2,164	(c)	$	12,362
Interest expense:
Interest related to secure borrowings		1,297		1,077	(d)		2,374
Interest related to unsecured borrowings		3,564		-			3,564
Interest expense		4,861		1,077			5,938
Net interest and fee income		5,337		1,087			6,424
Less: Provision for credit losses		762		-			762
Net interest income after provision for credit losses		4,575		1,087			5,662
Non-Interest Income
Revenue from the sale of land parcels		2,998		(2,998	)(e)		-
Option fee income		816		(816	)(e)		-
Other income		82		-			82
Total non-interest income		3,896		(3,814	)		82
Income before non-interest expense		8,471		(2,727	)		5,744
Non-Interest Expense
Cost of land parcels sold		2,998		(2,998	)(e)		-
Selling, general and administrative		3,061		-			3,061
Depreciation and amortization		80		-			80
Loss on foreclosed assets		595		-			595
Total non-interest expense		6,734		(2,998	)		3,736
Net income	$	1,737	$	271		$	2,008
Net income attributable to preferred equity holders		702		-			702
Net income attributable to common equity holders	$	1,035	$	271		$	1,306

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

Shepherd’s Finance, LLC

Notes to Unaudited Consolidated Pro Forma Financial Information

Note 1 - Introduction

On August 6, 2025, Shepherd’s Finance, LLC (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Mark L. Hoskins and Barrett Hoskins (“Buyers”), pursuant to which the Buyers agreed to purchase from the Company and the Company agreed to sell to the Buyers 100% of the membership interests (the “Disposition”) in 339 Justabout Land Co., LLC (“339”), a land development company, for a purchase price of $10,366,869 (the “Purchase Price”). 339 was formed by the Buyers in 2022, and purchased a large tract of land in Peters Township, Washington County, Pennsylvania, a suburb of Pittsburgh. The property has since been subdivided into two parcels and 67 lots under development for new home construction. 339 was purchased by the Company on February 15, 2024.

In connection with the Agreement, the Company has entered into an Amended and Restated Revolving Demand Note (“Credit Agreement”), as the lender, for the principal sum of $13,450,000, to Benjamin Marcus Homes, LLC, Investor’s Mark Acquisitions, LLC, and 339 Justabout Land Co., LLC (collectively, the “Borrowers”). All of these Borrowers are under common ownership by one or both of the Buyers of 339.

Basis of Presentation

The unaudited pro forma consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X and has been compiled from the historical consolidated financial statements of Shepherd’s Finance, LLC, prepared in accordance with accounting principles generally accepted in the United States of America, and should be read in conjunction with the Form 10-K for the year ended December 31, 2024 and the Form 10-Q for the six months ended June 30, 2025 for Shepherd’s Finance, LLC . The unaudited pro forma consolidated financial statements have been compiled using the significant accounting policies presented in the audited consolidated financial statements of the Company as of and for the year ended December 31, 2024.

This unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of what the Company’s results of operations actually would have been had the disposition of 339 Justabout Land Co, LLC (“339”) been completed as of June 30, 2025 or December 31, 2024. In addition, this pro forma financial information does not purport to project the future operating results of the combined company.

Management believes that the assumptions used provide a reasonable basis for presenting the significant effects of the Disposition, and that the pro forma adjustments in the unaudited pro forma consolidated financial information give appropriate effect to those assumptions.

Pro forma information is intended to reflect the impact of the Disposition of 339 on the Company’s historical financial position and results of operations through adjustments that are directly attributable to the transaction, that are factually supportable and, with respect to the pro forma consolidated statements of operations that are expected to have a continuing impact. The information in the accompanying footnotes provides a description of the pro forma adjustments from each line item in the pro forma consolidated financial statements together with information explaining how the adjustments were derived or calculated.

Note 2. Pro Forma Adjustments

The unaudited pro forma consolidated balance sheets as of June 30, 2025,Reflect the following adjustments related to the Disposition:

	(a)	The addition to loans receivable and related interest escrow established through the Third Amendment on the date of Disposition.
	(b)	Removal of the property, including two parcels with 67 lots, option fees receivable and deferred revenue attributable to the Disposition of 339.

The unaudited pro forma consolidated statements of operations for the six months ended June 30,2025 and the year ended December 31, 2024, reflect the following adjustments related to the Disposition:

(c) Interest and fee income, as determined by the rates and terms within the Third Amendment, are recognized based on the loan balances that would have existed throughout the pro forma period. (d) Interest costs that were capitalized related to 339 developments are expensed. (e) Remove revenue, fee income and cost of sales attributable to 339 operations.

(d) Exhibits.

10.1	Membership Interest Purchase Agreement, dated August 6, 2025, by and among Shepherd’s Finance, LLC, as seller, and Mark L. Hoskins and Barrett Hoskins, as buyers.
10.2	Third Amendment to Amended, Restated, and Consolidated Credit Agreement, dated August 6, 2025, by and among Benjamin Marcus Homes. L.L.C., Investor’s Mark Acquisitions, LLC and 339 Justabout Land Co., LLC, as borrowers, and Shepherd’s Finance, LLC, as lender.
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Signature(s)

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 hereunto duly authorized.

	Shepherd’s Finance, LLC
Date: August 12, 2025	By:	/s/ Daniel M. Wallach
		Daniel M. Wallach
		Chief Executive Officer and Manager

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