StratCap Digital Infrastructure REIT, Inc. Files 8-K

TL;DR

StratCap Digital Infrastructure REIT, Inc. filed an 8-K on 12/22/25 detailing asset deals and other key events.

AI Summary

On December 22, 2025, StratCap Digital Infrastructure REIT, Inc. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The filing also includes information on Regulation FD disclosures and other events, along with financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for StratCap Digital Infrastructure REIT, Inc., potentially involving asset transactions or strategic agreements that could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — 8-K filings often signal material events, but the specific nature of the asset acquisition or disposition requires further analysis to determine the full impact and associated risks.

Key Players & Entities

• StratCap Digital Infrastructure REIT, Inc. (company) — Registrant
• December 22, 2025 (date) — Date of earliest event reported
• 30 Rockefeller Plaza, Suite 2050 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $55.1 million — for the Transactions was approximately $55.1 million in cash. As described in further detail
• $38.5 million — roceeds to the Company of approximately $38.5 million after (x) closing costs and closing adj
• $0.001479452 — Company's common stock in the amount of $0.001479452 per share. The distributions will be p

Filing Documents

• sdir-20251222x8k.htm (8-K) — 50KB
• sdir-20251222xex10d1.htm (EX-10.1) — 531KB
• sdir-20251222xex10d2.htm (EX-10.2) — 530KB
• sdir-20251222xex99d1.htm (EX-99.1) — 8KB
• sdir-20251222xex99d2.htm (EX-99.2) — 396KB
• 0001104659-25-123881.txt ( ) — 1818KB
• sdir-20251222.xsd (EX-101.SCH) — 4KB
• sdir-20251222_def.xml (EX-101.DEF) — 3KB
• sdir-20251222_lab.xml (EX-101.LAB) — 16KB
• sdir-20251222_pre.xml (EX-101.PRE) — 10KB
• sdir-20251222x8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 22, 2025, StratCap Digital Infrastructure REIT, Inc. (the "Company"), through its operating partnership, SWIF II Operating Partnership, LP (the "Operating Partnership"), (i) pursuant to an Equity Interest Purchase Agreement, dated as of December 22, 2025 (the "Vogue Purchase Agreement"), by and among EverLink Towers, LLC, a Delaware limited liability company ("Purchaser"), the Operating Partnership, Vogue Towers II, LLC, a wholly owned subsidiary of the Operating Partnership ("Vogue Towers II"), and, solely for the purposes of certain sections thereof, the Company, sold and transferred all of the issued and outstanding equity interests in Vogue Towers II to Purchaser (the "Vogue Transaction"), and (ii) pursuant to an Equity Interest Purchase Agreement, dated as of December 22, 2025 (the "SDIR Towers Purchase Agreement" and, together with the Vogue Purchase Agreement, the "Purchase Agreements"), by and among Purchaser, the Operating Partnership, SWIF II Towers Co. Intermediate HoldCo II, LLC, a wholly owned subsidiary of the Operating Partnership ("Towers II Holdco" and together with the Operating Partnership, the "Sellers"), SWIF II Investment Co. Towers II, LLC, a wholly owned subsidiary of Towers II Holdco ("Towers II"), SWIF II Investment Co. Towers I, LLC, a wholly owned subsidiary of the Operating Partnership ("Towers I" and, together with Towers II and Vogue Towers II, the "Acquired Companies"), and, solely for the purposes of certain sections thereof, the Company, sold and transferred all of the issued and outstanding equity interests in Towers II and Towers I, respectively, to Purchaser (the "SDIR Towers Transaction" and, together with the Vogue Transaction, the "Transactions"). Immediately prior to the closing of the Transactions, the Acquired Companies owned 100% of the fee simple interest in 48 towers with associated ground leases or easements, 68 tenant leases and other related assets.

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01 in its entirety.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 22, 2025, the Company issued a press release announcing the completion of the dispositions under the Purchase Agreement, which is attached hereto as Exhibit 99.1. The press release attached hereto as Exhibit 99.1 is incorporated by reference in this Item 7.01. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being "furnished" and shall not be deemed "filed" for purposes of, or otherwise subject to, liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the Company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

01 Other Events

Item 8.01 Other Events. On December 22, 2025, the board of directors of the Company authorized daily gross distributions to the Company's stockholders of record as of the close of business on each day of the period commencing on January 1, 2026 through March 31, 2026 for each class of shares of the Company's common stock in the amount of $0.001479452 per share. The distributions will be paid or reinvested in shares of common stock on a monthly basis in arrears, net of, as applicable, stockholder servicing fees that are payable monthly with respect to certain classes of shares of our common stock.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes certain statements that are intended to be deemed "forward-looking statements" within the meaning of, and to be covered by the safe harbor provisions contained in, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or other similar words or terms. These forward-looking statements reflect the Company's current views with respect to future events and financial performance, but involve known and unknown risks, uncertainties and other factors, both general and specific to the matters discussed in or incorporated herein, some of which are beyond the Company's control. These risks, uncertainties and other factors may cause the Company's actual results to be materially different from any future results expressed or implied by such forward-looking statements. For a further discussion of these factors and other risk factors that could lead to actual results materially different from those described in the forward-looking statements, see "Risk Factors" under Item 1A of Part 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent periodic and current reports filed with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (b) Pro Forma Financial Information: The accompanying Pro Forma Consolidated Balance Sheet as of September 30, 2025 presents the Company's historical amounts, adjusted for the effects of the Transactions (as defined above), as if the Transactions had occurred on September 30, 2025. The accompanying Pro Forma Consolidated Balance Sheets are unaudited and are not necessarily indicative of what the Company's actual financial position would have been had the Transactions actually occurred on September 30, 2025, nor does it purport to represent the Company's future financial position. The accompanying Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 2025 and the years ended December 31, 2024 and 2023 present the Company's historical amounts, adjusted for the effects of the Transactions, as if the Transactions had occurred on January 1, 2023. The accompanying Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 2025 and as of the years ended December 31, 2024 and 2023 are unaudited and are not necessarily indicative of what the Company's actual results of operations would have been had the Transactions actually occurred on January 1, 2023, nor do they purport to represent the Company's and the Operating Partnership's future results of operations. These unaudited pro forma consolidated financial statements are not necessarily indicative of the Company's expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in the Company's portfolio of investments, capital structure, property level operating expenses and revenues, including returns received from investments and rents expected to be received pursuant to existing tenant contracts or tenant contracts that the Company may enter into, changes in interest rates and other reasons. Actual future results are likely

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. STRATCAP DIGITAL INFRASTRUCTURE REIT, INC. Date: December 22, 2025 By: /s/ Michael Weidner Name: Michael Weidner Title: Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

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View this 8-K filing on SEC EDGAR