Securities Disclosures

Read the Definitive Offering Documents Before Investing

Texas Reserve Holdings LLC, a Texas limited liability company doing business as Texas Reserve Capital (the “Company” or “Issuer”), is conducting a private offering of up to $30,000,000 of Series A Senior Unsecured Notes (the “Notes”).

This page is a summary only. It is qualified in its entirety by the current Confidential Private Placement Memorandum (the “PPM”), Subscription Agreement, definitive Note, and related subscription documents. No person should invest based solely on this website.

Private Offering; Accredited Investors Only

The Notes have not been registered under the Securities Act of 1933 or applicable state securities laws. They are offered in reliance on Rule 506(c) of Regulation D and applicable state-law exemptions.

Only accredited investors as defined under Rule 501(a) may purchase Notes. The Company must take reasonable steps to verify each purchaser’s accredited-investor status. Unsupported self-certification alone is not sufficient. The Company may reject any subscription in its discretion.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Notes, passed on the merits or risks of the investment, or determined that the PPM or this website is accurate or complete. Any representation to the contrary is unlawful.

Summary of the Notes

The offering consists of seven classes of fixed-rate, USD-denominated senior unsecured Notes:

Interest is scheduled semiannually on June 30 and December 31. Principal is due at maturity. The minimum subscription is $50,000, although the Company may accept $10,000 in its discretion, in increments of $10,000.

Subscription consideration may be accepted in USD, BTC, USDC, or USDT. Every Note is denominated in U.S. dollars regardless of the form of subscription consideration.

The stated coupon is a contractual rate, not a guarantee of payment or investment performance. All payments depend on the Issuer’s financial condition and ability to pay.

Crypto Is Subscription Consideration, Not a Deposit or Staking Arrangement

Cryptocurrency or stablecoins used to purchase a Note are transferred to the Issuer as subscription consideration. Digital assets are not held, deposited, or staked for the investor, and the investor has no right to the return of the same cryptocurrency, stablecoin, wallet balance, or token quantity.

The principal amount of each Note is fixed in U.S. dollars at acceptance under the definitive subscription documents. Principal is payable in U.S. dollars at maturity, subject to the Issuer’s ability to pay. Any election or accommodation to pay interest in digital assets does not alter the Note’s U.S.-dollar denomination or create a right to repayment in digital assets.

The Notes Are Speculative, Illiquid, and Unsecured

An investment in the Notes involves a high degree of risk. You should purchase Notes only if you can bear the loss of your entire investment.

The Notes:

• are general senior unsecured obligations of the Issuer;
• rank pari passu among all Series A classes;
• are not secured by any loan, receivable, mortgage, security interest, digital asset, or other collateral;
• are not guaranteed by the Issuer’s lending subsidiary, any member or manager, any bank, or any governmental authority;
• are not bank deposits, are not FDIC insured, and are not government guaranteed;
• have no investor redemption or early-repayment right;
• have no established secondary market and are not expected to develop one;
• are restricted securities and may not be transferred without Company consent and an available registration exemption;
• have no sinking fund or scheduled principal amortization;
• provide no right to accelerate unmatured principal, including after a default;
• contain extended cure periods;
• contain no financial covenants and no negative pledge;
• have no indenture trustee, collateral agent, or other fiduciary acting on behalf of Noteholders, so each holder must enforce its own rights individually and at its own expense; and
• may remain outstanding for as long as 30 years.

You should expect to hold the Notes until maturity, and repayment at maturity is not assured.

Structural Subordination

The Issuer does not itself originate the commercial loan portfolio. Lending is intended to be conducted through a separate, wholly owned Delaware limited liability company (the “Lender”). The Issuer expects to advance a substantial majority of net offering proceeds to the Lender through an intercompany credit facility.

A Noteholder is a creditor only of the Texas Issuer. A Noteholder is not a creditor of the Lender or any borrower and has no ownership interest in or lien on the Lender’s loans, receivables, mortgages, security interests, collateral, or other assets.

Creditors of the Lender, including secured financing sources, may be paid from Lender assets before value reaches the Issuer. Financing arrangements may restrict the Lender’s ability to make payments to the Issuer even if the Lender is operating and collecting loans. The intercompany facility may also be subordinated, released, amended, restructured, or recharacterized, which could materially reduce or eliminate value available to the Issuer and its Noteholders.

The Two Entities Share an Identical Legal Name

The Issuer and the Lender bear the identical legal name — Texas Reserve Holdings LLC — and are distinguished only by their state of organization. The Issuer is a Texas limited liability company. The Lender is a Delaware limited liability company.

A Noteholder’s claim is against the Texas entity only. The identical naming creates a risk of ambiguity in loan documents, financing statements, bank records, service of process, and legal proceedings, and may increase the risk that the two entities are treated as one in an insolvency proceeding.

Loans Are Governed by Delaware Law

The Lender originates loans out of Delaware, and loan documents elect Delaware governing law. If that choice of law is not upheld in a particular forum, the loan may be subject to that forum’s interest-rate ceiling. Penalties for exceeding an applicable ceiling vary by state and, in some states, include forfeiture of interest and, above certain thresholds, forfeiture of principal. Because the Issuer owns the Lender, an adverse determination against the Lender would affect the entity that owes the Notes.

Limited Capitalization and No Operating History

The Company was formed on August 21, 2026. It had not commenced lending operations as of the date of the PPM and had no historical financial statements. No independent accountant, appraiser, or other expert had audited, reviewed, or independently verified the information in the PPM except where expressly stated.

The Company has three members, who have contributed aggregate capital of $3,000 — approximately 0.01% of the maximum offering. The members have expressed a discretionary intention to contribute up to $10,000 in aggregate, inclusive of amounts already contributed. That intention is not binding, is not enforceable by the Company, and no part of it should be treated as capital available to the Company.

Investor debt is expected to finance substantially all of the Company’s capitalization. There is no conventional sponsor-equity cushion to absorb losses before Noteholders are affected.

Sources of Payment and Refinancing Risk

Interest and principal are not required to be funded from operating or investment profits. Subject to law and the definitive documents, payments may be made from operating revenue, portfolio income, available cash, reserves, asset realizations, subsidiary distributions, financing facilities, proceeds from later Note offerings, other debt financing, or other legally available resources.

Receipt of an interest payment does not establish that the Company generated corresponding profit during that period. Sustained dependence on new subscriptions or refinancing to service existing Notes could result in eventual default or loss.

Three Individuals Operate the Entire Enterprise

There is no board of directors, no independent manager, and no audit committee at either entity. Three individuals hold all five officer positions. One serves as both Chief Executive Officer and Chief Investment Officer. Another serves as both Chief Operating Officer and, on an interim basis, Chief Compliance Officer and General Counsel. The Company does not have a dedicated compliance officer.

Each principal is engaged in other business activities and is not required to devote full time to the Company. All three principals are also co-managing partners and key persons of a separate private investment fund in formation, which, if launched, would be offered to accredited investors and would compete with this offering for their time and for investor capital. No requirement exists that any lending opportunity be offered to the Company rather than to that fund.

The Company Does Not Carry Directors and Officers Insurance

The Company has not bound directors and officers liability insurance, errors and omissions insurance, or key-person life insurance, and has no commitment to do so. The Company is obligated to indemnify its members, managers, and officers and to advance their defense costs, and those payments would be made from the same assets available to pay Noteholders.

Management Compensation and Conflicts

Officer salary commences only when cumulative gross proceeds of Notes sold reach $500,000. The stated salary is $150,000 per officer per year — $450,000 in aggregate — subject to an approved ceiling of $330,000 per officer, or $990,000 in aggregate, which the officers may reach without the approval of any other person. Company-paid business expenses are additional and are capped in aggregate at $250,000 per year across all officers.

Cash compensation is contractually limited to the lesser of that schedule and 8% of cumulative gross Note proceeds, with the balance accruing as deferred compensation subordinated to all obligations under the Notes.

Management compensation, bonuses, Company-paid business expenses, offering costs, and other operating expenses may be paid from offering proceeds whether or not the Company is profitable. The Issuer and Lender are controlled by common management, creating conflicts in allocating expenses, setting intercompany terms, enforcing intercompany obligations, selecting financing sources, and determining payments.

The PPM contains more complete descriptions of these and other conflicts. Prospective investors must review them carefully.

No Advice; Independent Review Required

Nothing on this website is legal, tax, accounting, investment, or financial advice. Each prospective investor should consult independent advisers and conduct an independent investigation before investing.

Forward-looking statements, targets, plans, pipeline descriptions, and expectations are not guarantees. Actual results may differ materially.

Governing Documents and Dispute Terms

The Notes are governed by Texas law. The definitive documents provide for individual binding arbitration administered by the American Arbitration Association in Montgomery County, Texas, subject to stated exceptions and any rights that cannot lawfully be waived. The definitive documents also contain transfer restrictions, limitations, releases, exculpation provisions, indemnification provisions, and other material terms that are not fully described here.

Request Offering Materials

Eligible prospective investors may request the current confidential offering materials at:

Receipt of materials does not guarantee eligibility or acceptance. The Company may modify, suspend, or terminate the offering, or reject any subscription, subject to applicable law.