June 3, 2026 — The Health, Educational and Housing Facility Board

MINUTES OF REGULAR MEETING OF

THE HEALTH, EDUCATIONAL AND HOUSING FACILITY BOARD

OF THE CITY OF MEMPHIS, TENNESSEE

Wednesday, June 3, 2026

The regular meeting of The Health, Educational and Housing Facility Board of the City of Memphis, Tennessee (the “Board”) was held pursuant to public notice published in The Daily News on Wednesday, May 27, 2026, simultaneous posting to the Daily Memphian website at: www.dailymemphian.com, and the public notice was continuously published on the Board’s website at: www.memphishehf.com. The published meeting time was 12:00 Noon. The meeting was held in the conference room in the Board offices, located at 65 Union Avenue, Suite 1120, Memphis, TN 38103.

The following Directors were present:

Daniel T. Reid, Chairman Monice Hagler (Zoom)

Buckner Wellford Cliff Henderson

Howard Eddings, Jr. Vincent Sawyer

Courtnee Melton-Fant

Staff and others attending: Trey McKnight, Stephanie Bryant, JP Townsend, and Nikki Abraham; Charles E. Carpenter and Corbin I. Carpenter, General Counsel; Garrison Green (Zoom), Katrina Shephard (Zoom) and Sariah Bell (Zoom), legal assistants to General Counsel; Cheryl Hearn, Deputy City Attorney; and Mike Humes, consultant to the HEHFB Strategic Planning Committee.

Also participating in person and/or via remote Zoom virtual platform were Pastor Clifford Causey of Christian Church Homes and Michael Bradshaw, Esq., of Bass Berry & Sims Law Firm representing Covenant Gardens Senior; Thomas Robinson of Alco Management, Inc. representing Corning Village Apartments; Saki Middleton of John Stanley and Jamie Maher of HM Heckle Company, Inc. representing Melrose Place Housing; Susan Jarvis and Elizabeth Nunez of BGC Advantage, LLC and Dexter Washington of Memphis Housing Authority (MHA) representing MH Strategies Family RAD, LP-Askew/Uptown Projects; Albert Richardson and Lora Eason of Cocaine and Alcohol Awareness Program, Inc. (CAAP, Inc.) representing Place of Promise; Lani Lester, Chief Prosecutor for the City of Memphis, Melanie Wenk of WNC, Inc., Michelle Cook of Winn Companies, and Matthew Mulqueen, Esq., of Baker Donelson Law Firm representing Cavelier Court Apartments and Gospel Gardens Apartments; Frank Stockdale Carney, Esq., of Evans Petree Law Firm and Mendel Fischer, Shrage Marasow (Zoom), and Neil Knopf representing Coronado Manor and Bridgeport Manor; Isaac Perlmutter of Aurox Equities, David Shemano, and David Upton representing Abington Apartments, Country View Apartments, Jamesbridge Apartments, and Lakes at Epping Way; La Francine Bond, Mary Linda Cuddy (Zoom) and Jan Kidder (Zoom) of Memphis Interfaith Coalition for Action & Hope (MICAH); Jasmyne W.; Jenny Guarino; and several members of the public were also present.

With a quorum present, the regular meeting of the Board was called to order at 12:00 Noon by Daniel T. Reid, Chairman.

Chairman Reid stated that in compliance with the Open Meetings Law codified in Section 8-44-101 to 8-44-108, inclusive of the Tennessee Code Annotated, as amended, The Health, Educational and Housing Facility Board of the City of Memphis, Tennessee is holding its regular meeting on Wednesday, June 3, 2026 @ Noon as an open public meeting in its conference room located at 65 Union Avenue, Suite 1120, Memphis, Tennessee 38103.

Chairman Reid stated supplemental Board meeting materials could be accessed on the Board’s website: www.memphishehf.com and reminded all attendees participating via remote access to enter their name and affiliated entities into the Zoom platform for record keeping purposes.

Public Comment

Chairman Daniel Reid opened the floor for public comment and advised that all comments should be limited to two (2) minutes per speaker.

There was no public comment.

Approval of Minutes

Vincent Sawyer moved for approval of the Minutes of the April 29, 2026 Regular Meeting, seconded by Cliff Henderson and the motion passed unanimously after proper roll call vote of the Board members.

Attorney’s Report

Charles Carpenter presented the legal report, as follows:

1. Carpenter reported

a. One (1) new claim for the month of May 2026:

i. Cedarwood Apartments: Personal Injury Claim

b. One (1) materialmen’s’ claim for the month of May 2026:

i. Pershing Park Apartments

Carpenter reminded the Board that under State Law, while the Board is serving its public purpose for the PILOT program, the Board has statutory immunity. Carpenter reported that his Firm has provided notice and that information to the claimant's legal counsel, as well as information regarding the real parties in interest, which are the PILOT Lessees, and the respective management companies so that those claims are able to move forward on their merits. Further, Carpenter reported that for materialmen’s claims, his Firm does facilitate getting notice to the proper parties so that claims can move forward in an efficient manner.

2. Carpenter reported Bond activities for the month of May 2026:

a. Tennessee Housing Development Agency (THDA) has released its Round One awardees, and Carpenter is proud to announce that all projects induced by the Board for Bonds did receive an allocation, to wit:

i. University Place Senior: Rehabilitation

ii. University Place Family: Rehabilitation

iii. Saints Court Apartments: Rehabilitation

iv. Hub North: New Construction

v. 300 Court Apartment: New Construction

vi. Historic Melrose: New Construction

vii. Chelsea Flats: New Construction

Carpenter reported that these awards include a total of 533 units preserved through rehabilitation and a total of 527 new units, for a grand total of over 1,000 units.

Trey McKnight interjected to state that this is the largest number of units ever approved for West Tennessee.

Carpenter stated that some of these projects are being developed by well-established developers, while others are new to the Board’s programs, and his Firm will work to facilitate timely processing and closing of each transaction.

b. MH Strategies Family RAD, LP (Askew/Uptown Projects) is on today’s agenda for a reissuance. Carpenter reported that the reissuance is necessary because due to the delay in completing the construction, the yields on the outstanding bonds have changed more than the margin allowed under the tax code. Carpenter stated that this is a straightforward process, but requires approval by the Board, and if approved, the transaction is anticipated to close by June 30, 2026. Carpenter reserved additional comments for this project under Action Items.

3. Carpenter reported PILOT Activities as follows:

a. Forrest Cove Apartments PILOT Closing closed on June 2, 2026. This is a new PILOT for a 20-year term.

4. Carpenter reminded the Board of Cavelier Court Apartments and Gospel Gardens Apartments and the significant challenges these two properties have had. Carpenter reminded the Board that both properties were bond-financed projects with a limited tax credit investor, and were developed and managed by the same entity, which had a lot of issues, resulting in legal default with the Board. Carpenter reported that following an extended cure period without success, the Board voted to terminate the PILOTs. At that time, the City Administration stepped in and indicated that it had more resources than the Board, and accepted oversight and compliance for both properties for an extended period. Carpenter stated that he is proud to announce that the two properties were successfully rehabilitated, and the City Administration is now turning the two properties back over to the Board for current and future oversight and compliance. Carpenter reported that there is a representative of the City Administation present today, and both projects are on the Board’s agenda today for PILOT Term Extensions. Carpenter reserved any additional comments for the Action Items segment of the Agenda.

5. Carpenter reminded the Board that his Firm continues to work with various agencies of the City as part of the Board’s PILOT program, and title is transferred to the Board. Carpenter stated that because the Board is the title owner of record once the title is transferred, certain issues can arise when dealing with PILOT properties that flow through the Board, and his Firm assists in facilitating those issues.

6. Finally, Carpenter reported that his Firm has been working with the independent auditors of the Board to complete the audit for the period ending December 31, 2025. Carpenter reported that the audit is nearing completion, and the audit will be presented to the Board at an upcoming Board meeting.

Carpenter reminded the Board that there is an Attorney-Client privileged session that will be held at the end of today’s meeting where his Firm will be discussion legislation from the Tennessee General Assembly dealing with PILOTs. Carpenter advised that there are two (2) new pieces of legislation that were approved that will be discussed as to how the legislation will impact the PILOT program and what steps, if any, the Board needs to consider as a matter of protecting the integrity and issues surrounding its PILOT program.

There being no further questions or comments, the Legal Report was concluded.

Action Items-

Chairman Reid stated that there have been corrections to today’s published agenda as follows:

1. Action Item 5: 1st PILOT Closing Extension for Forrest Cove WPXIV, LLC c/o Wickenden Partners, LLC (d/b/a Forrest Cove Apartments) will be removed from today’s agenda, as the transaction closed on June 2, 2026 and does not require a closing extension.

2. Action Item 13: Non-public Attorney-Client Privileged Session will be moved to after New Business for efficiency.

There being no questions or comments, Chairman Reid proceeded with Action Items.

1. Final Bond Resolution for Covenant Gardens Senior Apartments, LP (d/b/a Covenant Gardens Senior Apartments)

Charles Carpenter introduced this agenda item, stating that this is a new construction project that has been induced for 4% low-income housing tax credits (LIHTC) and was scheduled to close by the end of December 2025, but due to the federal government shutdown for a period of time and other extenuating circumstances outside of the control of the developer, THDA and the Board agreed to a carry forward of the LIHTCs for 2025, and the developer is now moving forward to a closing. Thereupon, Carpenter acknowledged Pastor Clifford Causey and legal counsel Michael Bradshaw in attendance at today’s meeting. Carpenter stated that his Firm is in support of this closing extension, noting that the Board had approved this project for closing in 2025, but it is now moving forward to a close by June 30, 2026. Carpenter stated that there are still issues as far as finalizing everything through U.S. Housing and Urban Development (HUD) because there are various approvals at different levels that must take place, but everything is in order from the Board’s standpoint, and the project complies with the Board’s policies and procedures and recommended favorable action for the Final Bond Resolution for Covenant Gardens Senior. Carpenter turned the meeting over to representatives for additional comment.

Pastor Clifford Causey thanked the Board for its patience and support of this project, stating that the development team is elated at the steps and progress that has been made thus far and looks forward to the manifestation. There being no further questions or comments,

Vincent Sawyer made a motion to approve the Final Bond Resolution for Covenant Gardens Senior Apartments, LP (d/b/a Covenant Gardens Senior Apartments). Howard Eddings, Jr. seconded, and the motion passed unanimously after proper roll call vote of the Board members.

Clifford Causey and Michael Bradshaw left the meeting.

2. 1st Bond Inducement Resolution Closing Extension for APP Corning Partners, L.L.L.P. (d/b/a Corning Village Apartments)

Carpenter introduced this agenda item, stating that this is a closing extension of a Bond Inducement for Corning Village Apartments. Carpenter reminded that Board that this project sustained a change in law that required an inducement to lock in the parameters for the financing that this property is eligible to receive. Carpenter reminded that Board that at the time of inducement, the Board was made aware that there would be two or more closing extensions required because the project would not move forward until sometime in the future. Carpenter stated that his Firm is in support of the closing extension and recommended the Board take favorable action, noting that this approval would be for a 6-month period and if approved, the applicant will appear before the Board following the 6-month period to provide a status report and request of any additional necessary extension at that time. Carpenter stated that Alco Management is the developer of this project and is one of the board’s most efficient decelopers with acquisition/rehab projects and invited representative Thomas Robinson in attendance to provide any additional comments.

Robinson stated that Alco Management applied for this bond inducement of Corning Village so that Alco Management could apply to THDA with an application that would grandfather the property in a qualified census tract for up to two (2) years, causing Alco Management to apply for the inducement resolution about a year earlier that it would during normal course of business in order to grandfather the designation, which brings additional resources to the redevelopment. In the interim, Robinson stated that THDA has confirmed that, and Alco Management has been working with HUD on next steps and anticipates going back to THDA to update their application for the next spring 2027 cycle with an anticipated close in the fall of 2027. Robinson stated that if approved today, he anticipates appearing before the Board for at least one additional closing extension. There being no further questions or comments,

Cliff Henderson made a motion to approve the 1st Bond Inducement Resolution Closing Extension for APP Corning Partners, L.L.L.P. (d/b/a Corning Village Apartments). Howard Eddings, Jr. seconded, and the motion passed unanimously after proper roll call vote of the Board members.

Thomas Robinson left the meeting.

3. 1st Bond Inducement Resolution Closing Extension for Melrose Housing Partners, LLC

Carpenter stated that this is a project that is strongly supported by the City Administration and is on the agenda today for a 1st Bond Inducement Closing Extension, as well as a 1st PILOT Closing Extension for Melrose Housing (a/k/a Historic Melrose). Carpenter stated that this project will add additional new units at the Historic Melrose High School on the third floor, with additional units to be constructed on the adjacent property at Melrose. Carpenter stated that this project is one of the projects that has been induced and received 4% LIHTCs through Round One with THDA. Carpenter stated that his Firm is moving forward in working with the developer, and is in full support of the 1st Bond Inducement Closing Extension and the 1st PILOT Closing Extension. Carpenter invited Saki Middleton, representative in attendance, to provide any additional comments. Middleton introduced himself, as well as Jamie Maher with HM Heckle, the management company for this project. Middleton stated that the development team is very excited about the project in conjunction with the City Administration, stating that this will be a great public-private partnership with the City, as the library is already built, and his team looks forward to finishing out the remaining phase of the project. There being no further questions or comments,

Howard Eddings, Jr. made a motion to approve the 1st Bond Inducement Resolution Closing Extension for Melrose Housing Partners, LLC. Vincent Sawyer seconded, and the motion passed unanimously after proper roll call vote of the Board members.

Let the record reflect that Monice Hagler was recused from the deliberation and vote.

4. 1st PILOT Closing Extension for Melrose Housing Partners, LLC

There being no further questions or comments,

Cliff Henderson made a motion to approve the 1st PILOT Closing Extension for Melrose Housing Partners, LLC. Vincent Sawyer seconded, and the motion passed unanimously after proper roll call vote of the Board members.

Let the record reflect that Monice Hagler was recused from the deliberation and vote.

Saki Middleton and Jamie Maher left the meeting.

5. 1st PILOT Closing Extension for Forrest Cove WPXIV, LLC c/o Wickenden Partners, LLC (d/b/a Forrest Cove Apartments)

This item was removed from the agenda, as the transaction closed on June 2, 2026 and no closing extension is required. There were no questions or comments.

6. Bond Reissuance Application for MH Strategies Family RAD, LP-Askew/Uptown projects

Carpenter introduced this agenda item, stating that MH Strategies Family RAD, LP with the Board was one of the first RAD financings completed in the country with Memphis Housing Authority (MHA) as a partner in the project. Carpenter stated that, as described in the Legal Report, due to the delay in completing the construction and stabilization, the outstanding bonds, the yield on the bonds changed and under the tax code will require reissuance that will take place by June 30, 2026. Carpenter stated that his Firm is in full support of this bond reissuance and has been working with bond counsel based in Cincinnati. Carpenter stated that the TEFRA Hearing public notice has been published and will take place on June 11, 2026 and upon completion, will follow the normal course of approvals through the City Administration and the City Mayor’s office. Carpenter turned the meeting over to Dexter Washington of MHA and other representatives in attendance for additional comments.

Washington stated that this transaction was one of the first RAD conversion projects as MHA started to reposition its public housing stock over to the Housing Choice Voucher platform, and the project is now working toward stabilization and is beyond the challenges that caused construction delays and the development team is looking to wrap this project up. Washington introduces additional representative in attendance, Susan Jarvis, Vice President of Operations for BGC Advantage. Jarvis thanked the Board for its consideration today and expressed appreciation for the partnership, further stating that the project is in the stabilization phase and looking to close the bond reissuance transaction for the project. There being no further questions or comments,

Vincent Sawyer made a motion to approve the Bond Reissuance Application for MH Strategies Family RAD, LP-Askew/Uptown projects. Cliff Henderson seconded, and the motion passed unanimously after proper roll call vote of the Board members.

Dexter Washington, Susan Jarvis, and Elizabeth Nunez left the meeting.

7. Affordable Multifamily PILOT Application for CAAP, Inc. (d/b/a Place of Promise)

Carpenter introduced this agenda item, stating that this is a new PILOT application from one of the Board’s existing PILOT Lessees, CAAP, Inc. Carpenter stated that CAAP, Inc. has done a significant amount of work and have successful ongoing projects in the Board’s PILOT program. Carpenter stated that this project is a veteran-only development, which is unique, and is a small development, but offers significant tenant benefits through social services, which are shared with nearby CAAP, Inc. PILOT properties. Carpenter stated that his Firm is in full support of this application and turned the meeting over to Albert Richardson, Chief Executive Officer of CAAP, Inc.

Richardson introduced Lora Eason, the manager of nearby CAAP, Inc. PILOT properties, stating that she has done an excellent job, and thanked Carpenter for the introductory comments and thanked the Board for its consideration today. There being no further questions or comments,

Howard Eddings, Jr. made a motion to approve the Affordable Multifamily PILOT Application for CAAP, Inc. (d/b/a Place of Promise). Courtnee Melton-Fant seconded, and the motion passed unanimously after proper roll call vote of the Board members.

Albert Richardson and Lora Eason left the meeting.

Trey McKnight left the meeting.

8. Affordable Multifamily PILOT Term Extension Application for Cavelier Court TN TC, LP (d/b/a Cavelier Court Apartments)

Carpenter introduced this agenda item, stating that Action Items 8 and 9 may be discussed together but voted on separately. Carpenter stated that these two projects, as discussed in the Legal Report, were a matter of first impression for the Board because there had not been a situation like these where it took such a long time for all of the legal maneuvering of the limited partner and tax credit investor to come in and take over management of the properties, which under their procedures were necessary to get certain approvals before the limited partners could come in and add resources to these projects. Carpenter stated that those procedures were beyond the policies and procedures of the Board, so the City Administration stepped in and were able to assist this developer and limited tax credit partner/new developer to come in and put the resources into these two properties that were necessary to bring them into compliance. Carpenter confirmed that the rehabilitation has been properly completed, and turned the meeting over to Lani Lester, Chief Prosecutor for the City of Memphis, to provide additional comments.

Trey McKnight entered the meeting.

Lester stated that she has had an opportunity to visit both properties this year and was very impressed with the progress that has been made, not only to living conditions, but also in management and increase in occupancy. Lester stated that management has done a great job of bringing up the standard of living and facilitating community, and the City Administration is happy with the changes that have been made. Lester stated that both properties have no outstanding Environmental Court issues or Code Enforcement violations, and the City Administration is happy to return oversight of both projects back to the Board.

Melanie Wek, Chief Operating Officer of WNC, Inc. introduced herself and Michelle Cook, Regional Vice President of Winn Management Company. Wenk stated that WNC stepped in as General Partner approximately 18 months ago, as it was clear the projects were not being run right. Wenk first thanked the Board and the City Administration for supporting WNC through this, as she knows it was a long road, but she is extremely grateful that the PILOT stayed in place, and things are where they are today. Wenk stated that she is here today requesting an additional 10-year term, as WNC and Winn have stabilized operations and invested in the buildings, turning units, fixing sewer issues, and increasing occupancy. Wenk stated that occupancy is approximately 90% at both properties, and this development team and management company have done a good job of building confidence with the residents so that residents feel comfortable coming to management with any issues or concerns. Wenk thanked the Board and the City Administration again for their support and allowing this development and management team to do something great with these two projects, and they are proud of what has been accomplished.

Stephanie Bryant stated that there has been substantial progress made regarding occupancy, referencing for Cavelier Court, Q1 2025 Occupancy report reflecting a 65% occupancy rate that has now increased to a 92% occupancy rate for Q1 2026 Occupancy report and for Gospel Gardens, Q1 2025 Occupancy report reflecting a 63% occupancy rate that has now increased to a 87% occupancy rate for Q1 2026 Occupancy report. Bryant stated that the Board staff is very proud of this progress and happy to see it come to fruition as it was described.

Carpenter stated that at the time the original PILOT was applied to each of these properties, the Board only had a 10-year authorization from the Memphis City Council delegation of authority, and now that has increased to an aggregate 20-year term, and that is why the PILOT Lessee is here today. Carpenter stated that the PILOT Lessee is appearing before the Board for this PILOT Term Extension prior to the PILOT expiration, and the properties have proven themselves and are in compliance, stabilized, and moving forward. Carpenter stated that the PILOT Term Extension is a vital element in continuing to move forward and provide affordable housing that the community needs, and his Firm is in full support of both applications and recommends favorable action by the Board.

Cliff Henderson asked Melanie Wenk if WNC pants to retain ownership of these two properties going forward. Wenk stated that for now, WNC will be staying as the general partner, but at some point, in the future, may consider repositioning back to a limited partner and bringing in a local general partner, but the plan for now is to stay in these deals. There being no further questions or comments,

Howard Eddings, Jr. made a motion to approve the Affordable Multifamily PILOT Term Extension Application for Cavelier Court TN TC, LP (d/b/a Cavelier Court Apartments). Vincent Sawyer seconded, and the motion passed unanimously after proper roll call vote of the Board members.

Let the record reflect that Buckner Wellford was recused from the deliberation and vote.

9. Affordable Multifamily PILOT Term Extension Application for Gospel Gardens TN TC, LP (d/b/a Gospel Gardens Apartments)

There being no further questions or comments,

Cliff Henderson made a motion to approve the Affordable Multifamily PILOT Term Extension Application for Gospel Gardens TN TC, LP (d/b/a Gospel Gardens Apartments). Vincent Sawyer seconded, and the motion passed unanimously after proper roll call vote of the Board members.

Let the record reflect that Buckner Wellford was recused from the deliberation and vote.

Lani Lester left the meeting.

Melanie Wenk, Michelle Cook, and Matthew Mulqueen left the meeting.

10. Status Updates for PILOTs in Legal Default:

a. Bridgeport Manor

JP Townsend reported that, as has been previously stated, the occupied areas of the property continue to be maintained, and unoccupied areas of the property still require different stages of renovations. Also, Townsend stated that clarification of the construction schedule is needed, because the prior construction timeline submission was broken out into phases but did not include start dates or completion dates. Townsend asked for the anticipated construction start date for the remaining renovations that are necessary so that he can properly follow any progress. Townsend requested that hard construction start dates and hard construction completion dates on timelines be indicated by month and year.

Stephanie Bryant stated that as for occupancy, according to the April 22, 2026 Rent Roll, the occupancy rate is 64.4%, and there have been no additional rent rolls submitted since that time.

Charles Carpenter invited representatives in attendance to provide a status update for the project. Neil Knopf stated that construction has begun and permits have been obtained. Knopf stated that the recent report submitted to the Board was updated with the buildings ownership is starting with, just to amend which buildings are going first; while staying within the timeframe and everything is on schedule. Knopf stated that work has begun in the first two units and expects rough-in to start shortly.

Carpenter stated that his Firm reviewed the documentation that was previously submitted, and it did have an outline, but it did not have a real timetable. Carpenter stated that what the Board staff needs are actual dates and milestones to be achieved with the unoccupied buildings that remain in need of rehabilitation and the work that is going to be performed in a certain timeframe and asked representatives when that can be provided. Knopf stated that he can provide that in the next few days, but work on the first two buildings is expected to be slightly longer than the next building, but crews are all rolling from one building to the next and doing two buildings at a time, as the schedule shows, and he can put more dates on that. Carpenter asked that this be provided no later than June 10, 2026. Townsend asked for confirmation that the construction start date was May 1, 2026, to which Knopf confirmed yes. Carpenter asked if there are contracts with the various trades that have been entered into. Knopf stated that there is a contract with the General Contractor, and he has contracts lined up, although Knopf has only seen some of those contracts. Knopf stated that the General Contractor was signed to cover the entire project, although he is unable to recall his name or the name of the company at this time. Carpenter asked if the contractor is on site working now, to which Knopf stated absolutely.

Stephanie Bryant stated that she would like to request that the PILOT Lessee provide the General Contractor contract, along with the detailed construction schedule to include hard construction start dates and hard construction completion dates to be noted by month and year. Mendel Fischer stated that hard dates will be difficult, and that the General Contractor has an end date with the project that ends in 8 months with a little wiggle room. Carpenter stated that dates are estimated. Fischer stated that he outlined this when it was done originally what he wants the scope to be, but if we say August 1st and come in on August 5th, that is a problem. Bryant reiterated that is why the request for start dates and completion dates has been requested to be noted by month and year, not month-day-year. Bryant confirmed that the PILOT Lessee is current with all reporting submissions required under the normal course of business.

Buckner Wellford stated that this is good progress toward being removed from legal default status, but one request that was submitted by the PILOT Lessee is for the removal of the entry gate from tenant benefit commitments for Bridgeport Manor, as the information provided indicates that this is not an applicable or a real benefit to the tenants, and the PILOT Lessee has contracted security patrols and a towing company. Wellford asked if this is an issue the Board should address now and asked the PILOT Lessee to provide an update on this request.

Knopf stated that the security gate is not a benefit to the tenants, and the initial intent of the gate was to keep people out that do not belong there, but the combination of security that is very active on property together with a towing company that is on property multiple times a day scanning tags is more beneficial. Knopf stated that in the process of implementing a current system, most resident vehicles have the appropriate stickers on the windshields for property access to track them, and ownership feels that this is a lot more effective method of controlling access. Carpenter asked if these benefits were part of the original tenant benefit commitments. Knopf stated that the towing was not, but the security was. Carpenter asked for confirmation that the PILOT Lessee is asking the Board to substitute the security gate for the towing and other surveillance that has been implemented at the property. Knopf stated yes, and he would also like to add that the property has kept the social services, including tables set up with food for children and instituted a clothing drop, and these things are helping to grow that community where people feel that they can donate to their neighbors. Wellford asked for clarification on the process to revise tenant benefit commitments to remove the entry gate but to document the substitution of these other forms of tenant benefits, as he would be open to that as he is sympathetic to the request.

Bryant stated that she would recommend that the PILOT Lessee submit a revised tenant benefit chart with the proposed substitutions to Board staff by June 10, 2026, along with the other requested items, Board staff will present the revision to the Board at the July 8, 2026 Board meeting, and upon approval by the Board, Board staff will prepare the Tenant Benefit Certification Form to be signed by the PILOT Lessee and submitted as an amendment to the current PILOT Legal Documents as part of the public record. Carpenter stated that as this is a public meeting, this is a good opportunity to state for the record that this is the proper procedure for amending tenant benefits, as described by Bryant, because it is dynamic. Carpenter stated that he believes what is being proposed by the PILOT Lessee is reasonable, the procedure has now been outlined, and there can be some formal action by the Board at the July 8, 2026 Board meeting.

Howard Eddings asked about the social benefit regarding the food program and the clothing program and asked if people are involved with it and utilizing it. Knopf stated that the food program is heavily utilized and is a partnership with Give Youth A Chance (GYAC), and anytime school is out, whether for summer or other breaks, the program delivers lunch daily in pre-packaged single-servings and staff will set up an accessible place for the children, and they are seen coming constantly throughout the day and there is never any food left. Knopf stated that the need is great, and he truly believes they are meeting that need. As for the clothing closet, Knopf stated that is a newer initiative that has been in place for approximately two months and management is starting to see more activity where things are being donated and the setup is like a store and anyone that feels like they need something can take it, as it is not monitored. Wellford cautioned the PILOT Lessee that any substitutions or additions made to the tenant benefits would be expected to be provided for the term of the PILOT and to be mindful of that through this amendment process.

Carpenter stated that this project is on the front end of a good plan, and he would recommend that the property remains in legal default status and report back at the July 8, 2026 Board meeting, and the Board take a fresh look at that time. Chairman Reid reaffirmed that the PILOT Lessee is to submit a written construction timeline submission to include construction start dates and construction completion dates noted by month and year, General Contractor contract(s), and proposed Tenant Benefit Chart with amendments no later than June 10, 2026 and to appear before the Board at the July 8, 2026 Board meeting.

Mendel Fischer stated that he will be out of the country on July 8, 2026 and asked that Neil Knopf and Frank Carney be able to appear on his behalf for that meeting. Chairman Reid stated that would be a deviation from Board policy. After discussion among the Board,

Buckner Wellford made a motion to allow the PILOT Lessee to select Neil Knopf and Frank Carney to represent the PILOT Lessee at the July 8, 2026 Board meeting due to international travel planned during the July 8, 2026 Board meeting. Vincent Sawyer seconded, and the motion passed by majority after proper roll call vote of the Board members.

Let the record reflect that Daniel Reid voted no.

There were no further questions or comments.

b. Coronado Manor

JP Townsend stated that much like Bridgeport Manor, Coronado Manor’s occupied areas have been maintained, and unoccupied buildings still have areas of fascia, soffit, broken and boarded windows, and various stages of unit interior renovations needed. Townsend asked how many new units have been brought online since April 2026, not including unit turns due to a resident vacating the unit and new resident lease being put in place. Knopf stated that he could not say with certainty, but he would estimate between ten and twenty units. Stephanie Bryant stated that occupancy remains at 79% according to an April 22, 2026 Rent Roll, and no additional rent roll submission has been provided since that time. Bryant reported that both the City Treasurer and Shelby County Trustee PILOT payments have now been brought current.

Carpenter asked what the plan for completion of the remaining units is. Knopf stated that there is slow progression and the units that have just come online have already been occupied. Knopf stated that when things sit for very long and it comes time for inspection, it will pass, then it will have been six months, and there is no meter from Memphis Light, Gas, and Water (MLGW), which then requires another inspection. Knopf stated that management is working through those, and there is more activity on property, but it is spread out. Knopf stated that the issues mentioned at the Board’s last meeting have been corrected.

Carpenter stated that the need in the community is great and it benefits the developer to have higher occupancy, as the occupancy enhances the revenue that is coming in. Carpenter stated that the Board is working together with the PILOT Lessee, but at the same time there is oversight that the Board’s monitors must check for compliance. Carpenter requested that the PILOT Lessee provide a written update and timeline that outlines when the PILOT Lessee intends to have the remaining units online and occupied. Carpenter asked that the written timeline be provided no later than June 10, 2026. Knopf stated that he would need additional time to provide the information for this request. Carpenter stated that the PILOT Lessee would have until June 17, 2026 to provide a construction timeline of completion. Wellford stated that there is the same issue here of the tenant benefit commitments and requested that the PILOT Lessee submit a revised Tenant Benefit Commitments table to Board staff no later than June 17, 2026 to be presented to the Board at its July 8, 2026 Board meeting, and follow the same procedure that was discussed during today’s meeting for Bridgeport Manor. Wellford stated that he would also propose the same motion regarding the PILOT Lessee representation for the July 8, 2026 Board meeting. There being no further questions or comments,

Let the record reflect that Daniel Reid voted no.

Frank Carney requested that the property be removed from legal default status, as it was only place in legal default status due to the outstanding PILOT payments to the City Treasurer and Shelby County Trustee, and both of those outstanding PILOT payments have been made. Bryant stated that Board staff’s recommendation is that the property remain in legal default status, allow the PILOT Lessee to provide the required reports and written timelines as requested, and status be formally reviewed at the July 8, 2026 Board meeting. Howard Eddings asked if the only reason they were placed in legal default was due to non-payment of PILOT payments. Bryant stated that Board staff’s concern is that the project is not complete, the project was committed to be completed with all rent ready units by September 2025, and the project is still not complete with rent-ready units, which is why Board staff is requesting a construction timeline, because there seems to also be an issue with the definition of complete. Bryant stated for clarity that a completed project is defined by the Board as a project that has completed the total scope of renovations as described in the PILOT application, and all units are rent-ready. Bryant stated that rent-ready units are not missing ceilings, walls, vanities, and in need of mold remediation. Bryant stated that the Board staff would like to see how long it is going to take the PILOT Lessee to get the remaining units rent ready. Trey McKnight stated that he agrees with the Board staff. Mendel Fischer stated that legal default status is a major issue for banks. Fischer stated that first it was for the laundry room, and now that is done, now it is for the timeline.

Carpenter stated that the property was placed in legal default status due to non-payment of the PILOT payments and that has now been cured. Carpenter stated that now the property is not in legal default, it would still give Board staff the ability to conduct the oversight and request the information that is needed. Carpenter stated that when his Firm was preparing for this meeting and the fact that the PILOT payments were paid, his Firm did not issue a formal Legal Default Letter, so there is some gray area on the public record because the Board voted to place the property in legal default, but from a legal standpoint, Carpenter’s Firm did not issue the Legal Default letter. Carpenter stated that his recommendation is that the property is not held in legal default status, but remain in Notice of Non-Compliance status, and that the PILOT Lessee provide the requested written construction timeline to Board staff no later than June 17, 2026, and the Board can take further action at the July 8, 2026 Board meeting, as appropriate. There being no further questions or comments,

Buckner Welford made a motion to move Coronado Manor to a Notice of Non-Compliance Status, the PILOT Lessee to provide a written construction schedule no later than June 17, 2026 to Board staff, and for the PILOT Lessee to appear for a status update at the July 8, 2026 Board Meeting. Howard Eddings seconded, and the motion passed unanimously after proper roll call vote of the Board members.

Mendel Fischer, Neil Knopf, and Frank Stockdale Carney left the meeting.

c. Abington Apartments

Carpenter introduced this agenda item stating that items c, d, e, and f are all owned and operated by the same developer and team and introduced David Shemano, owner, Isaac Perlmutter, investor, and David Upton, consultant, in attendance representing this PILOT portfolio.

JP Townsend stated that over the portfolio, Abington has had more work done than any of the remaining PILOT properties in this portfolio. Townsend reported that all roofing has been completed, with a couple of roofs still showing signs of age. Townsend reported that most of the balconies have now been repaired. Townsend requested that the PILOT Lessee provide a more detailed construction timeline with construction start dates and construction completion dates. Townsend stated that some items referenced in the written update provided by the PILOT Lessee have start dates and some completion dates, but more detail and completion dates are needed for all items.

Perlmutter stated that he can provide Board staff with a list of quantities of balconies, but he is repairing all balconies and movement, but at this point, he is just waiting for materials to come in, but he has no problem with providing Board staff with a report that details how work is moving. Perlmutter stated that Abington was used as a model in getting vendors in line. Perlmutter reported that Abington has received 30-40 tenant referrals, where new tenants came to move in simply because other tenants told them this is a great place to live, so the community at Abington is really performing. Perlmutter stated that the pool at Abington is the only pool that is open in the area, and there is a monitor there, and the pool is being used. Perlmutter stated that the landscaping contract for Abington is $150,000 and will be completed in the third week of June and includes trimming trees, cleaning up bushes, and cleaning up fencing. Perlmutter stated that progress can truly be observed and the property is no longer dark and progress is really happening. Perlmutter stated that his team has a target date of August 1, 2026 to begin renovations of unit interiors, and that will include new kitchens, new flooring, new bathrooms, and everything is going to be done to give tenants a better place to live.

Stephanie Bryant stated that occupancy based on the Q1 2026 Occupancy Report is 55%, all reports for Abington Apartments have been submitted, and Bryant reemphasized that Board staff needs a construction schedule with construction start dates and construction completion dates noted by month and year for all outstanding items so that inspectors can follow along with that schedule. Bryant also requested a written update that states when the PILOT Lessee anticipates occupancy to be in compliance with the Board’s 75% minimum occupancy requirement. Bryant stated that she requests that all requested items be submitted to Board staff no later than June 17, 2026.

Buckner Wellford stated that Perlmutter stated at the Board’s April 29, 2026 Board meeting that he anticipates occupancy will be in compliance by July 31, 2026, and that seems to be a major reach. Wellford stated that if that is not the timeline, the PILOT Lessee needs to make that known to the Board because it relies on these representations. Perlmutter stated that by Monday, June 8, 2026, occupancy will be at 65%, and management is turning approximately between 20-30 units per week. Perlmutter stated that he will review the timelines prior to his submission, but those targets are very close.

Bryant stated that Board staff recommends Abington Apartments remain in legal default status and appear before the Board to provide a status update at the July 8, 2026 Board meeting.

There being no further questions or comments, there was consensus that action is deferred, the property is to remain in Legal Default status, PILOT Lessee is to provide a construction schedule no later than June 17, 2026 which includes construction start dates and construction completion dates noted by month and year, PILOT Lessee is to provide a written timeline of occupancy being brought into compliance, and the PILOT Lessee is to appear before the Board at its July 8, 2026 Board meeting to provide a status update.

d. Country View Apartments

JP Townsend stated that work has been observed at Country View Apartments. There are still areas of roofing concerns, windows, gutters, and erosion issues. Townsend stated that there are less timelines for this property that have been provided and requested a construction timeline with construction start dates and construction completion dates noted by month and year. Townsend stated that there are target dates mentioned on a written update for today’s meeting regarding the retaining wall rebuild, but it is unclear if those target dates indicate start or completion.

Perlmutter stated that work is being done now, but there are two retaining walls that exist, one that is across the street from Country View where there is one building on the other side of the road that has been replaced and is completed. Perlmutter stated that on the other side, he is awaiting an engineering report, and the engineer is working with the contractor to make sure that the work that is done is sustainable. Perlmutter stated that his company is investing in Shemano’s portfolio in Memphis, and he anticipates his deal with Shemano to close this week, and once it is closed, he will begin additional funding for the rest of the properties, as he has funded close to $1.7 million before the deal was closed, but once it is closed with Shemano, he will fund the remaining properties in order to complete all the work that has been identified, and work will begin simultaneously. Perlmutter stated that he will tighten up the dates, but it really has been an issue of getting the contract signed with Shemano, but it does not involve a change in ownership that will affect the PILOTs, but it is complex and took time to get done. Perlmutter stated that there is a long-term vision for this portfolio, and his goal is to do much more than has been described, but the Board will see movement at every property within the next two weeks.

Bryant stated that occupancy for Country View Apartments is 54.8% based on an April 1, 2026 rent roll. Bryant stated that a Q4 2025 Occupancy Report and a Q1 2026 Occupancy Report have not been submitted as of today. Perlmutter stated that he has had an issue with the manager, and she has now been replaced, but he anticipated these reports being submitted by the end of the week. Perlmutter stated that as for occupancy, he does not anticipate being in compliance by July 31, 2026, but does anticipate being in compliance before the end of the year 2026.

Bryant stated that Board staff recommends Country View Apartments remain in legal default status and appear before the Board to provide a status update at the July 8, 2026 Board meeting.

e. Jamesbridge Apartments

JP Townsend stated that Jamesbridge sustained a massive fire in February 2025 and the fire-damaged building has been roped off, but Townsend reported that he has only seen a decline in property conditions. Townsend reported that the property also has a lot of outstanding issues with siding, gutters, and external conditions of the property, and Townsend reported he has not seen any work begin at this property.

Perlmutter stated that there are two issues with Jamesbridge: (1) a bank issue and (2) the fire-damaged building issue. Perlmutter stated that his team is in heavy negotiations with the bank, and he believes the bank issues can be wrapped up within a week, the mortgage will be stabilized, and everything will be taken care of. Perlmutter stated that the only work he has gathered bids on for Jamesbridge is the major sewer line busted, and Perlmutter asks for a little bit of patience, stating by the next Board meeting, work will have commenced. Perlmutter stated that this is a complicated issue, but the receiver was not put in place, and his team is at the point of finalizing a deal with the bank, which means bringing the mortgage current, then work will start very quickly.

David Upton stated that there is almost $2 million in escrow for this property, so there are resources in addition to the resources being put in once the deal between Perlmutter and Shemano is finalized, and he knows they appreciate the Board’s patience. Upton stated that Perlmutter and Shemano have represented to him that if they are able to get past a few hurdles, the work can move quickly, and he hopes that the Board will allow more time for this group to show something.

Carpenter asked if the funds in escrow are insurance proceeds or what is the source of the funds? Perlmutter stated that the funds that are being invested right now are Aurox Equities cash, and he has his own budget for Jamesbridge. Carpenter asked what is the status of the fire damage insurance claim? Perlmutter stated that he has an engineer working on that, and the building must be demolished, which will take place over the next two weeks because the building is a total loss. Carpenter asked if there was a settlement or a successful claim from the fire. Perlmutter stated that the bank has money in reserves with the insurance to rebuild. Carpenter asked if there was any dispute about the coverage. Perlmutter stated no, that the coverage was there, and the money is in escrow. Carpenter asked for more clarity on Perlmutter’s conversations with the lender. Perlmutter stated that there is a loan that is in default because the mortgage was not paid for many months. Perlmutter stated that his offer to the bank was that he is going to bring the mortgage current and put in enough money to bring the property’s performance up until it is paying the mortgage on its own and then start renovating the property.

Perlmutter stated that his team plans to turn the property around, as he has the budget to do that both interior and exterior, and the only issue that is being fought over is the default interest. Perlmutter stated that he wants to bring the mortgage current and for the lender to forgive the default interest or to delay it upon an event of refinancing or sale.

Carpenter reminded the Board that this property was previously reported to be in the process of a receivership at the Board’s April 29, 2026 Board meeting and discussion was deferred, providing legal counsel time to perform additional due diligence on the matter. Carpenter reported that the first petition was filed at the State level in Chancery Court, and that petition has been dismissed and refiled in federal court under a similar receivership action with David Shores being the same individual that has been nominated to serve as receiver. Carpenter reported that Board staff and his Firm were on a call June 2, 2026 with legal counsel to the lender, and the call was preliminary, as the attorney of record was on vacation and one of her partners participated in the call with a representative from the lender and not much information was provided, other than the fact that the lender wants the PILOT to remain in place. Carpenter stated that based on today’s statements, Perlmutter has indicated that he expects this to be taken care of within the next week and that actual construction would begin within two weeks. Perlmutter stated that his deal with Shemano has been negotiated and is awaiting signature, and the next step is to get the lender for Jamesbridge to agree that once the necessary steps are taken, the loan will be reinstated, and his team will be ready to begin the work with the funding being in place. Carpenter stated that based on these statements, he would recommend that the Board defer action until the July 8, 2026 Board meeting so that these significant steps can take place. Carpenter stated that if these steps do take place, Perlmutter has committed to providing a written construction schedule, but if the steps do not take place, then this will be viewed as a very different situation.

Bryant stated that Board staff has not received a Q4 2025 Occupancy Report submission but has received a Q1 2026 Occupancy Report submission that indicated a current occupancy of 36% for this property. Bryant stated that this property is in utter decline and is one of the most quickly declining properties she has seen over the past year. Bryant stated that Board staff’s recommendation is termination of the PILOT, but Board staff does understand the situation with the lender is complex and would agree in allowing until the Board’s July 8, 2026 Board meeting for Perlmutter to attempt to work through these steps with the lender, as well as provide a written construction schedule in the interim. Perlmutter stated that the property has not declined further since his involvement, and obviously things happened prior to that time, which is why he was brought in and his team is going to do a very good job at Jamesbridge once the deal is closed. Carpenter stated that the conditions of this property are rough and does not look favorably upon the Board, so there is a balance that the Board is trying to make. Carpenter stated that Perlmutter is discussing physical occupancy of 36%, but there is also economic occupancy to consider, and the funds are there to perform the work, and the timing being discussed is a week instead of months, and those are the factors that the Board needs to balance in making a determination of how it would want to proceed with this project.

Buckner Wellford stated that he understood that when the property was under the state court's active receivership action, the Board was limited in the action it could take. Carpenter stated that the Board is not a party to the receivership and can take whatever action it deems appropriate. Wellford stated that he is concerned that the lender has not weighed in and sent a letter or something due to its strong interest. Carpenter agreed and stated that the lender was properly notified of the legal default status of the PILOT and has legal counsel in Nashville. Carpenter stated that his Firm has tried to be cooperative because there is a lot at stake and a lot of money on the line, tenant’s interests, and so forth, but he wants to ensure the Board has full disclosure and all the factors to make the best decision. There being no further questions or comments,

Cliff Henderson made a motion to defer action and for the PILOT Lessee to appear for a status update at the July 8, 2026 Board Meeting. Vincent Sawyer seconded, and the motion passed unanimously after proper roll call vote of the Board members.

f. Lakes at Epping Way

Carpenter stated that this PILOT Term ended March 31, 2026, and because of the lender and other factors, Perlmutter requested that the Board hold this until today’s meeting. In looking at this from a legal standpoint, Carpenter stated that the PILOT has ended. There has been an application for a PILOT Term Extension that was filed, and from Carpenter’s preliminary understanding, it was insufficient. Carpenter stated that he does not know what legal authority the Board would have to do anything other than allow the PILOT termination to proceed based on the contractual commitments. Carpenter asked Bryant to provide any comments she has on the application that was filed.

Bryant stated that she does not have specific comments about the application that was filed, other than in order for a PILOT Lessee to qualify to apply for a PILOT Term Extension, according to the Board’s PILOT policies and procedures, is that the property must be in compliance with all Board PILOT policies and procedures and this property is not in compliance with any standard of the Board. Bryant stated that with that, the PILOT Lessee is not eligible to apply for a PILOT Term Extension. Bryant stated that PILOT Term Extensions are reserved for PILOT Lessees that have shown good faith effort and are in compliance for the duration of the initial ten (10) year PILOT term. If a PILOT does encounter compliance issues during the initial ten (10) year term, those compliance issues must be resolved prior to application for a PILOT Term Extension. Bryant reported that Board staff has not received at Q4 2025 Occupancy report and did not receive a Q1 2026 Occupancy report until after 11:00 am CT this morning, June 3, 2026, which reflects a 48% occupancy rate at the property, which is an increase from the 40.1% occupancy rate reflected on a March 5, 2026 rent roll submission, but still far from being in compliance with the Board's 75% minimum occupancy rate requirement. Bryant stated that Board staff has not observed any progress of the external observable conditions, and the property simply does not qualify for a PILOT term extension. Bryant stated that Board staff’s recommendation is to allow the PILOT to be terminated based on the current PILOT documents and be allowed to apply for a new PILOT for this project.

Perlmutter stated that occupancy is currently 59.44% and he anticipated achieving 74.99% occupancy by the end of June 2026. Perlmutter stated more than 30 tenants were moved in last month, the property has been cleaned up, the pool has been opened, the gates have been repaired, and the breezeways star on Monday, June 8, 2026. Perlmutter stated that the viability of the property without the PILOT will create a very hard time, and the property cannot stand on its own where it is today. Perlmutter stated he has a plan to renovate interiors and exteriors and all siding to be replaced. Perlmutter stated that while he does not understand the legal limitations, he can say that he came into Memphis in January 2026 and has spent approximately $3.5 million dollars of his own money in the city of Memphis, and he would appreciate receiving the PILOT term extension or a deferment until the next Board meeting, as he believed the property will be in compliance and have 75% occupancy by then and work will be actively ongoing.

Cliff Henderson stated that he believes Perlmutter needs to put his effort into the other three properties, and with this property, he will need to apply for a new PILOT, since there is no PILOT in place now, there is nothing the Board can do from this perspective. Henderson stated that Perlmutter can apply for a new PILOT, but it ought to be dependent on what Perlmutter does with the other three properties, while also getting this property back up and applying for a new PILOT. Henderson stated that this is more of a penalty of what happened due to the decline of the property and the timing of the PILOT Term Extension. Perlmutter asked why the Board is penalizing him when he was not part of the decline. Perlmutter asked if the Board would defer this for a month and when they come back for the next Board meeting, they will see. Henderson stated that the current PILOT term is expired, the PILOT Lessee did not apply or get approved for a Term Extension prior to the PILOT term expiring, so the PILOT is expired and there is no term to extend.

David Shemano stated that he has been in Memphis for years and the Board did not have any issues with his properties, and he only ever appeared before the Board for a term extension or refinancing when it was relevant, but obviously something happened last year with management and he made a mistake. Shemano stated that Perlmutter is coming into Memphis is spending close to $20 million dollars of his own money; he is successful, and he is putting his money where his mouth is. Shemano stated that he is due to sign his deal with Perlmutter tomorrow and if there is nothing the Board can do for this PILOT term extension, it will be a major problem because the whole deal is based on the PILOT, and he would have to beg Perlmutter to continue with the deal. Shemano stated that if there is any way the Board can move forward with the PILOT term extension because there is so much as stake. Shemano stated that Perlmutter goes where he is going to be successful, and this deal is based on the success story, and he would beg the Board to find a solution to this. Shemano stated that once his agreement with Perlmutter is signed, the money will be released, and he would hate if losing the PILOT on this one property causes the deal for all four properties to be lost and Perlmutter to take his money and put is elsewhere.

Buckner Welford stated that the Board does not have the authority to extend the PILOT term for this property, and to follow up on Bryant and Henderson’s comments, Wellford read an excerpt from the Board’s PILOT policies and procedures: “The applicant may apply to the Board for consideration of an extension for an additional term of ten (10) years prior to the expiration of the original PILOT term.” Wellford stated that even if the PILOT Lessee did that, as Bryant previously stated, the PILOT Lessee would have had to be in good standing for the duration of the PILOT term. Wellford stated that he does not believe the Board has legal authority to extend the term.

Monice Hagler left the meeting.

Howard Eddings, Jr. left the meeting.

Cheryl Hearn left the meeting.

Carpenter stated to Shemano that the solution to this is for the PILOT Lessee to apply for a new PILOT, and a new PILOT has the benefit of a full 20-year term, as opposed to 10 years. Carpenter also stated that in years 11-20, there is an escalation factor for the PILOT payments. With the number of resources being proposed to be invested in the property, it appears, preliminarily, that the property would qualify to apply for a new PILOT for a 20-year term. Carpenter stated that the Board has seen this type of issue before where a property has a lot of damage and gone through changes, so that is the offer of a solution. Carpenter stated that the attempt to resurrect a PILOT term that expired over 90-days ago is not within the Board’s legal authority.

Perlmutter asked how long the process is for applying for a new PILOT, to which Bryant stated an application must be submitted no less than 60 days prior to the Board meeting at which the application is to be considered. There was further discussion about the Board’s PILOT polcies and procedures, the application process, and the basic eligibility requirement to qualify for a new PILOT includes a required investment of 50% of the acquisition cost of the property in the form of renovations. Perlmutter stated that his deal with Shemano does not make him an owner, and he stated that he would send Board legal counsel a copy of the contract for their review. Perlmutter questioned whether the money he is investing today and in the near future would be credited toward the 50% investment rule to qualify for a new PILOT, and Carpenter stated the Board cannot make a commitment based on verbal representations, but he believes the Board would affirm that it would be willing to work in good faith with Perlmutter and his team on a new PILOT to allow current expenditures for mitigation of damages could be counted as a part of the investment for purposes of the eligibility costs.

Carpenter stated that as his Firm has discussed preliminarily, this Board, through Carpenter’s Firm, initiates the PILOT termination process with the Shelby County Assessor, City Treasurer, and Shelby County Trustee. Carpenter stated that his Firm could, upon Board direction, not initiate the PILOT termination process until the next Board meeting to allow his Firm to work through this process with the actual documents, facts, and circumstances as there are some legal issues to be addressed. Carpenter stated that if the Board is not persuaded with that approach, the option is that the documents speak for themselves and the PILOT term has ended, and his office would move forward with termination. Wellford stated that if the PILOT Term has expired, why would Carpenter’s Firm not proceed in terminating the PILOT that has already expired and why would the Board even consider that approach. Carpenter stated that if the PILOT is expired, there is a process that his Firm must go through, and as of right now, the deed is in the name of the Board, and the process would transfer that deed back, the PILOT lease must be terminated, and the necessary steps must be taken with the City and County taxing authorities to terminate this PILOT as a matter of public record.

Wellford asked for clarification that Carpenter is discussing holding off for 30 days on taking the steps that would actively move this property back onto the tax rolls. Carpenter confirmed yes. Wellford stated that is a significant thing, and he is not sure how comfortable he is with that. Wellford stated that the PILOT is expiring and although he respects the work that Perlmutter is doing and has done and acted in good faith, Wellford stated he would closely scrutinize a new PILOT. Wellford stated that considering the current oversight of the Board and its actions, this is a property that is in complete disarray, the PILOT has expired, and all of a sudden, the Board is considering a new 20-year PILOT quickly after, turning a dysfunctional 10-year PILOT into a 30-year PILOT by doing that. Wellford stated that he is not prepared to make a lot of assurances other than the Board will act in good faith and will work with the applicant in good faith, but he is not inclined to change the trajectory of what the legal effect of the expiration of the PILOT is.

Henderson stated that he would support Carpenter’s Firm and Board staff working with the developer toward a new PILOT application, and if Perlmutter is able to deliver results on the other three properties as he has stated he would, then Henderson would look favorably upon a new PILOT application, but he is speaking for himself only and not for the Board. Carpenter stated that is reasonable. Courtnee Melton-Fant asked if this PILOT term expired in March, why have the proper steps not already been taken to terminate the PILOT. Carpenter stated that at the April 29, 2026 Board meeting, the Board did allow additional time until today's Board meeting to consider its options, and the process is not automatic and there are a lot of moving parts with this portfolio, and the Board agreed to delay this issue until today’s meeting.

Wellford asked Perlmutter if it is the case that if the PILOT is not in place for this property, is he unable to proceed with the other properties. Perlmutter stated that he had hoped not to have this conversation, and there is quite a bit of money at stake. Perlmutter stated there is plenty of other properties across the United States that he can buy that is distressed, but he fell in love with Memphis and spent a lot of money before a deal was even signed with Shemano. Perlmutter stated he has been in business since 1993, and he loved these properties, so he moved forward with starting work himself and bringing mortgages current, along with the other work that was previously described. Perlmutter stated he was not aware of this PILOT expiration until two months ago and he was of the understanding the term could be extended, but he does not want to tell the Board he will not go forward with the other properties, but he will have to go back and discuss it with Carpenter’s Firm, put the facts on the table, and come up with a solution. Perlmutter stated that his work speaks for itself; he welcomes the opportunity, and the results of the work are not for the Board, but for the tenants because he really cares about the tenants.

David Upton stated that there are options that have been laid out, to which Corbin Carpenter responded that the only solution is a new PILOT. Perlmutter stated that he is not going to invest over $500,000 if the PILOT is not in place because he will not have his return, but if he has the opportunity to apply for a new PILOT and there is a way of incorporating the money spent now, he would not have a problem proceeding with a new application. Perlmutter asked that no action be taken today and he can have a conversation with Carpenter’s Firm about a path forward.

Wellford referenced the Meeting Minutes from April 29, 2026 Board meeting, and stated that at that meeting, action was deferred because Carpenter said that representatives were makeing a lot of verbal statements and there was information that needed to be evaluated and formal action was deferred so that Carpenter could come back today and provide some options. Wellford stated that the Board is not just affordable housing advocates, but also stewards of taxpayer dollars, and the Board is already late advising the taxing authoritites that this PILOT has expired, and he is not comfortable with anything that further delays putting this property back on the tax rolls and the process should be expedited. Wellford stated that the representative can then apply for a new PILOT if they choose, but the Board has rules for a reason.

Vincent Sawyer stated that he is looking at this holistically and there is a lot on the line, especially with these four properties and what is taking place at Abington. Sawyer stated that it seems to him that this issue concerns the acquisition cost and what is counted toward 50% of that, and he believes that is something that can be discussed with Board legal counsel and Board staff. As for the taxing authorities, Sawyer stated he is sure the policies have some type of cushion for the procedure to exit the PILOT, but he does share the concern regarding what exactly the Board’s obligation is as far as when a PILOT expires and are there any affirmative duties? Henderson stated that he looks forward to Board staff and legal counsel coming back with a solution that likely involves termination of the current PILOT and application for a new PILOT.

Cliff Henderson made a motion to defer formal action for Lakes at Epping Way until the July 8, 2026 Board meeting to provide Board legal counsel with the opportunity to review possible solutions for the Board to consider at that time.

Wellford stated he would like to raise a point of order and stated there is nothing to move to defer. This is an expired PILOT, and he does not think it is proper to vote on some kind of motion to defer anything. Carpenter asked if there is a second, but Wellford stated to the Chairman that this is a point of order. Vincent Sawyer stated that this is a moot point and there is an understanding that there must be a new PILOT. Corbin Carpenter stated for the record that once the PILOT Termination documents are recorded, the effective date is the PILOT expiration date, taxes will be pro-rated, and the owner will pay the full market value as of April 1, 2026, so the action is retroactive. Sawyer asked for clarity if a motion is necessary for this expired PILOT in this circumstance. Carpenter stated that no motion is required to terminate the PILOT. Perlmutter stated that if the PILOT is terminated and returned back to the tax rolls before a solution is reached, that will cause a default in the loan for Lakes at Epping Way. Perlmutter stated he would like to have an opportunity to discuss with Carpenter’s Firm and be able to explain to the lender that the current PILOT term has expired, but he is in the process of applying for a new PILOT and how the process is going to work. Perlmutter stated that if he knew this was going to be an issue today, he would have spoken about it before.

Wellford stated that there is a motion on the floor, the Board does not need additional comments from the representatives and asked that the Chairman to rule on whether there is anything to vote on or anything to defer. Chairman Reid stated that he does not see that there is anything to vote on or any action that can be deferred. Reid stated that when an instrument is matured it is matured and there is nothing more that can be done. Carpenter stated that he agrees with Chairman Reid and the legal documents speak for themselves. Carpenter stated this matter was only on the agenda today for an update and was deferred from the April 29, 2026 Board meeting with the other properties in this portfolio. Carpenter agreed there is no request to vote on anything and there is nothing to vote on. Carpenter stated that he was discussing guidance to Perlmutter because they are coming in to invest significant dollars and trying to understand the facts before finalizing anything. Carpenter stated that his comments were just to help representatives understand that reviving this expired PILOT is not an option, but moving forward with a new PILOT is an option, and discussion of 50% of acquisition cost and what investment could be counted toward that was good discussion. Carpenter stated the discussion was not meant to rewrite Board policy or do something improper under a legal standard, but just to see if this property can be salvaged as a PILOT property as part of an ongoing portfolio. Carpenter stated that since there is nothing to vote on, the guidance that his Firm needs is if he is to move forward with discussions about a new PILOT application with the representatives for Lakes at Epping Way. There being no further questions or comments, there was consensus that there is no action necessary by the Board, as the PILOT term has expired, and Board members consented to allow Board Legal Counsel and Board staff to begin discussions on a potential new PILOT application for Lakes at Epping Way.

Isaac Perlmutter, David Shemano, and David Upton left the meeting.

11. New Board Policy Proposal

Stephanie Bryant reminded the Board that this is a new PILOT policy proposal involving a policy revision of the PILOT Compliance Deficiency Fee policy. Bryant stated that this revision was discussed at the Board’s April 1, 2026 and April 29, 2026 Board meetings and she took a lot of feedback from those meetings, as well as the Strategic Planning special meeting on April 13, 2026, and is included in what is being recommended today as a revised policy.

Bryant reviewed her prior comments to the Board, stating that the current policy states that the PILOT Compliance Deficiency Fee does not go into place until after the PILOT has been in legal default status for a 3-month period, and the Board must affirmatively vote for that fee to be assessed. Bryant stated that the policy revision would take an earlier, more proactive approach and create a graduating ladder of compliance deficiency fees, including a $500 fee at entering the Compliance Concerns level, a $5,000 fee at entering the Notice of Non-Compliance level, and a $5,000 fee at entering the Legal Default level. Bryant stated that these fees would be non-refundable and would survive cure, unless waived by the Board. Bryant stated that this policy at every level will allow the Board its discretion to waive any fee at any level, upon majority vote of the Board at a regular Board meeting. Bryant explained this is a change from fees being initiated following placement into legal default and requiring Board vote to be assessed, to fees initiated earlier in the process and automatic flat fees being charged upon entering the levels of the Board’s compliance step system. Bryant stated that the current policy is inconsistent in billing such fees, whereas the proposed policy would streamline billing and fees assessed at different levels. Bryant stated that this policy will also include formal notice to the PILOT Lessee upon entering the compliance step process at the Under Observation stage, so that the PILOT Lessee is aware prior to any additional escalation that would incur fees. Bryant stated that the proposed policy would also include a request to go into effect 30 days following the adoption of the policy to allow all PILOT Lessees to be property noticed on the policy revision. There being no further questions or comments,

Buckner Welford made a motion to approve the PILOT Compliance Deficiency Fee Policy Revision, as described. Cliff Henderson seconded, and the motion passed unanimously after proper roll call vote of the Board members.

Executive Director’s Report

a. McKnight reported that the website is moving forward, and the working group has seen an iteration. McKnight stated that the new website is very robust, much different than what the Board has now, and will encompass everything that the Board is hoping to do. McKnight stated that the website is planned to go live on July 1, 2026, although that date is now uncertain at this time, but is anticipated to go live sometime in July 2026.

b. McKnight reported that the National Association of Local Housing Finance Agencies (NALHFA) Conference in San Antonia, TX went well. McKnight stated that in 2029, Memphis will be in the running to host the national conference, and he has begun discussions with the executive director of NALHFA for it to be held in Memphis. McKnight reported that over 400 participants attended this year’s conference. McKnight stated that NALHFA representatives are extremely excited for Memphis to potentially be the host for the 2029 conference, and McKnight has advised NALHFA representatives of the various venues that could accommodate the conference in 2029.

c. McKnight stated that he continues to meet with Martavious Jones, a member of the Shelby County Commissioner’s PILOT Ad Hoc Committee and everything McKnight is hearing is that the Ad Hoc Committee may be disbanding soon. McKnight stated that the Ad Hoc Committee would have to be reappropriated or reaffirmed and start this whole process again.

d. McKnight reported that the Greenbriar Apartments ribbon cutting will take place on Tuesday, June 9, 2026 at 11:00. McKnight stated that this is an event he is really excited about and he will be speaking at the event. McKnight stated that the property renovation is a 100% turnaround, this is an Alco Management property, and it will be an amazing event, and he invites everyone to attend. McKngiht assured the Board if they are unable to attend, he will of course sent photos and provide an update to the Board on what happened.

e. McKnight stated that he will be the keynote speaker at an upcoming Code Enforcement leadership meeting on June 10, 2026 to reaffirm the Board’s relationship with Code Enforcement and to make sure the Board is still receiving all of the information that is provided from Code Enforcement and make sure everything is still going forward. McKnight stated that he hopes Cliff Henderson will change his mind and allow McKnight to purchase lunch for Code Enforcement since he is the keynote speaker for this upcoming meeting, but he will look forward to discussing that later. McKnight stated that there will be 16 people in attendance, all division directors and administrators, and he looks forward to having a healthy discussion with respect to the Board’s relationship with Code Enforcement and how the Board can better work together.

f. McKnight advised the Board that Ralph Perry of THDA will be coming to Memphis on July 22, 2026, and McKnight looks forward to hosting a mixer at the Board’s principal office and looks forward to having developers attend that were unable to during the last event and continue to build that relationship with Ralph Perry, his staff, and THDA. McKnight again stated he would hope that Henderson would agree to the Board sponsoring food for this upcoming event.

g. McKnight stated that he continues to meet bi-weekly with Mayor Young and his staff to continue working on strategies and ways the Board can assist Mayor Young with his 10,000-housing unit initiative. McKnight stated that he has been working with Henderson on a project to show the Board’s value with respect to how many units are in the Board’s portfolio and what has been brought online from 2026-2026 and that number is 1,850 units. McKnight stated this information has not been shared with Mayor Young yet, but it is good information and once McKnight finishes, he will share it with the entire Board, as it is good information with respect to the Board’s new properties that were under construction and showing where the Board can add new units to the 10,000-unit number. Wellford asked if this 10,000-unit number is single-family units. McKnight stated no that it includes new multifamily units brought online, and Mayor Young is going to look back to 2025 when he first began this initiative and that is the number McKnight is going to base his information on. Preliminarily, McKnight stated that the Board has contributed 3,780 units within that 10,000-unit number. McKngiht stated this has been a yeoman's task for this Board but that is what makes it work, and this shows the value of what the Board brings to the community.

h. McKnight stated that he is still working on the PILOT portfolio tour for the Memphis City Council, but there is some ongoing litigation and his contact Brooke Hyman has been terminated from her position with Memphis City Council, so there is no way to figure out how to set up a portfolio tour as Hyman was let go and it is like wrangling cats to get that set up. McKnight stated that he is still working on it, but there is not anyone to get everybody’s schedules together but still moving forward with that.

There were no questions or comments.

Operations Report

Stephanie Bryant presented the Operations Report as follows:

a. Review of Compliance Oversight for May 2026

Bryant began by reminding the Board of the four (4) levels of additional compliance oversight that were put into place by staff in 2024 and this report will review movement of certain properties within these four (4) levels: (i) Under Observation, (ii) Compliance Concerns, (iii) Non-Compliance, (iv) Legal Default. Bryant reported as follows:

May 2026 Compliance Review for June 3, 2026 Board Meeting

1. Under Observation:

a. One property was moved DOWN from Under Observation status to regular monitoring:

1. Grainge Hill: PROGRESS- 96% Occupancy Rate (increase from 93%); a more permanent solution has been put into place for erosion at the drainage ditch- large rock that has been concreted over and further reinforcement of chain-link fence.

b. One property was moved DOWN from Compliance concerns to Under Observation status:

1. Residences at Lakeview: PROGESS- 72% Occupancy Rate (increase from 70%); Lessee is on schedule with timeline/cure plan submission. Work continues and good faith effort has been observed, and communication remains in good standing; occupancy continues to steadily increase.

c. The following PILOT properties remain in Under Observation status:

1. Emberly Apartments (formerly New Horizon): PROGESS- Property is under construction; 64.3% Occupancy Rate; Property is Under Observation as a condition of the PILOT approval in April 2025; Property will remain Under Observation until construction is completed; exterior construction of buildings appears complete, and construction has moved to interiors and is on track.

2. Greenbriar Apartments: 96% occupancy rate; general decline in external observable conditions of the property; Walkthrough performed on May 1, 2026: Several exterior concerns have been addressed. The burned-out vehicle has been removed, and all broken windows have been repaired and discussed ongoing safety and security concerns. The property participates in the Safeway program and is monitored through STEALTH cameras. Security personnel are on-site and management noted that security schedules may be adjusted seasonally. While the gate is currently not operational, monitoring continues through cameras and license plate readers. The property also maintains a towing service for unauthorized vehicles. Another area of focus was tenant engagement and management involvement. We discussed potential initiatives such as Neighborhood Watch participation, community events, gardening projects, and other incentive-based programs to increase tenant involvement. Management also shared their collaboration with Memphis Allies and the Neighborhood Christian Center. ALCO and property management continue to demonstrate good faith efforts toward improving the community and maintaining compliance. Communication between management, ownership, and HEHF staff continues to be timely and consistent.

3. Luxe at Raleigh: PROGRESS-92% Occupancy Rate; Walkthrough performed May 27, 2026: Timeline of repairs and incident report due to HEHFB Staff on June 5, 2026. No Q1 2026 Occupancy Report submission.

4. University Place II & III: STATUS QUO- University Place II-75% Occupancy Rate, University Place III-76% Occupancy Rate. Awarded allocation through THDA Bond Announcement for Round 1

2. Compliance Concerns:

a. The following PILOT properties remain in Compliance Concerns status:

1. Timber Pines: STATUS QUO-84% Occupancy Rate (increase from 78.9%); no changes to exterior; all unit interior construction is still not completed; Laundry room remains non- functional; drive remains under repair and has been under repair for several months, including large hole at the back of the property; area next to laundry room has not been resurfaced; fencing near laundry room at drainage ditch is still in progress; playground and one picnic table have been destroyed and removed (tenant benefit); if no change during June, HEHFB staff will escalate property to Notice of Non-Compliance.

3. Notice of Non-Compliance:

a. The following PILOT properties remain in Non-Compliance status:

1. Mill Creek: STATUS QUO- 66.5% Occupancy Rate (decline from 69%); recent inspections observations included numerous open windows, window units/fans installed (Staff has contacted Code Enforcement for update); no construction crews observed during last inspection; no Q1 2026 Occupancy Report submission; HEHFB staff will be referring the property to be placed in Legal Default.

2. Villages at Harrisson Creek: STATUS QUO- 75% Occupancy Rate; No real progress has been made to the completion of this property; staff has issued a Notice of Non-Compliance on March 25, 2026. Work has been observed, but playground has been removed (tenant benefit), and unoccupied units show signs of mold. no Q1 2026 Occupancy Report submission; HEHFB staff will be referring the property to be placed in Legal Default.

4. Legal Default:

a. One property was moved UP to Legal Default:

1. Coronado Manor: STATUS QUO-77.8% Occupancy Rate; Property construction remains incomplete; No change to external observable conditions. Mold issues have been observed in some unoccupied units. Property moved up by vote of the Board at the April 29, 2026 Board Meeting.

b. The following PILOT properties remain in Legal Default status:

1. Cedar Run: STATUS QUO-80% Occupancy Rate; property went through a foreclosure on March 10, 2026, which resulted in Legal Default status; property remains until lender provides direction.

2. Four (4) PILOT properties portfolio:

A. Abington Apartments: PROGRESS-55% Occupancy Rate; Roofing replacement still in progress

B. Country View Apartments: DECLINE-54.8% Occupancy Rate (decline from 69%); no Q4 2025 or Q1 2026 Occupancy Report submission

C. Jamesbridge Apartments: DECLINE- 36% Occupancy Rate (decline from 42.3%); no Q4 2025 Occupancy Report submission

D. Lakes at Epping Way: DECLINE-40.1% Occupancy Rate (decline from 55%); no Q4 2025 or Q1 2026 Occupancy Report submission; PILOT has expired effective 03.31.2026

3. Bridgeport Manor: STATUS QUO-64.4% Occupancy Rate (increase from 60%); Notice of Legal Default issued 04.17.2025; Property has closed the PILOT Refinancing in March 2026. No change observed to external observable conditions of property.

4. Sterling Townhomes: STATUS QUO- 0% occupancy; Property sustained two (2) fires in May 2025 and June 2025, causing substantial damage to the property, Insurance claim has been denied, and ownership is working on an E&O claim, but there is no resolution up to this point. PILOT Lessee to appear at July 8, 2026 Board meeting.

There were no further questions or comments.

Finance Committee Report

Cliff Henderson presented the financial results for the month ending April 30, 2026. After discussion,

Vincent Sawyer moved for acceptance of the Finance Committee Report for the month ended April 30, 2026, properly seconded by Courtnee Melton-Fant, and the motion passed unanimously after a proper roll call vote of the Board members.

Strategic Planning Committee Update

Cliff Henderson stated that the Strategic Planning Committee continues to work on the actions taken by the Board at the April 29, 2026 Board meeting and advancing each of the different areas and different ways toward the 60–90-day feedback to come back to the Board with updates, so everything is in motion. Henderson stated that the Committee has had discussions about data and discussions with mobile business intelligence developers. Humes agreed and stated that the actions of the Board are in motion. Humes reported that the Committee has a meeting on June 15, 2026, with Memphis Police Department Chief Davis to provide an update and show the progress the Committee has made, as well as follow-up with Deputy Chief Brown, who is over the Real Time Crime Center and all the data. Humes stated that the Committee is also working to educate the City Mayor’s office on the progress that has been made, and that will be made on all these fronts. Humes stated that he has contacted approximately 70 partners during this timeframe and had further discussions with approximately 35 of them, just to say that the Board has made progress and shares that the Board is moving forward in execution of the plan. There were no further questions or comments.

New Business

There was no new business.

Non-public Attorney-Client Privileged Session

The Board entered a non-public Attorney-Client Privileged Session at 2:15 pm. The non-public Attorney-Client Privileged Session was closed at 2:57 pm.

Chairman Reid stated that the next regular meeting of the Board is scheduled for Wednesday, July, 2026 @ Noon. There being no further business, the meeting was adjourned by the Chairman at 2:58 p.m.