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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) June 22, 2026
Strawberry
Fields REIT, Inc.
(Exact
name of registrant as specified in its charter)
| Maryland |
|
001-41628 |
|
84-2336054 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
file
number) |
|
(IRS
employer
identification
no.) |
| |
|
|
|
|
| 6101
Nimtz Parkway |
|
|
|
|
| South
Bend, Indiana |
|
|
|
46628 |
| (Address
of principal executive offices) |
|
|
|
(Zip
Code) |
(574)
807-0800
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
Registered pursuant to Section 12(b) of the Act:
| Title
of each class registered |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Common
Stock, $0.0001 par value |
|
STRW |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1933 (§240.12b-2 of this chapter)
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
On
June 18, 2026, Strawberry Fields REIT, Inc. (the “Company”) closed on its previously announced Corporate Credit Facility
(“CCF”) with availability up to $300 million.
Strawberry
Fields Realty LP (“SFRLP”), entered into (i) a Term Loan and Security Agreement and related Term Loan Note (together, the
“Term Loan”) and (ii) a Revolving Loan and Security Agreement and related Revolving Loan Note with Popular Bank, as administrative
agent and lender. Strawberry Fields REIT, Inc., SFRLP’s General Partner, guaranteed the obligations under the Term Loan and the
Revolving Loan.
Pursuant
to the Term Loan, SFRLP borrowed $100,000,000. The Term Loan bears interest at a rate per annum equal to the greater of (i) 1-month CME
Term SOFR Rate plus 275 basis points or (ii) 5.50%. The Term Loan matures on June 18, 2029, subject to two one-year extension options.
The Term Loan is secured by a continuing security interest in a portion of the assets of SFRLP. The Term Loan is guaranteed by the Company
and certain real estate subsidiaries of the Company.
Pursuant
to the Revolving Loan, SFRLP established a $200,000,000 revolving credit facility. The Revolving Loan bears interest at a rate per
annum equal to the greater of (i) 1-month CME Term SOFR Rate plus 275 basis points or (ii) 5.50%. The Revolving Loan matures on June
18, 2029, subject to two one-year extension options. The Revolving Loan is secured by a continuing security interest in a portion of
the assets of SFRLP. The Revolving Loan is guaranteed by the Company and certain real estate subsidiaries of the Company.
The
proceeds of the CCF will be used to refinance existing secured bank debt, support acquisition growth, working capital and general corporate
purposes.
The
exhibits listed below are not being filed herewith. The Registrant will file the exhibits required by this Item by an amendment to this
Current Report on Form 8-K by close of business on Thursday June 25th and to the extent required.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Exhibit
Name |
|
Filed
Herewith |
| 10.1 |
|
Term
Loan and Security Agreement |
|
* |
| |
|
|
|
|
| 10.2 |
|
Term
Loan Note |
|
* |
| |
|
|
|
|
| 10.3 |
|
Revolving
Loan and Security Agreement |
|
* |
| |
|
|
|
|
| 10.4
|
|
Revolving
Loan Note |
|
* |
| |
|
|
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
|
* |
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.
| STRAWBERRY
FIELDS REIT, INC. |
|
| |
|
|
| Date: |
June
22, 2026 |
|
| |
|
|
| By: |
/s/
Moishe Gubin |
|
| |
Moishe
Gubin |
|
| |
Chief
Executive Officer and Chairman |
|
