false
0001782430
0001782430
2026-02-19
2026-02-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): February 19, 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) |
|
(I.R.S.
Employer
Identification
No.) |
6101
Nimtz Parkway
South
Bend, Indiana 46628
(Address
of Principal Executive Office) (Zip Code)
(574)
807-0800
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, $0.00001 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 1934 (§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.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K filed by Strawberry Fields REIT, Inc. (the “Company”) includes information that may constitute
forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations
regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking
statements address matters that are subject to risks and uncertainties. Forward-looking statements include, without limitation, statements
relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash
flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially
from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail
in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required
by applicable securities laws.
Item
2.02 Results of Operations and Financial Condition.
On
February 19, 2026, the Company issued a press release regarding its financial results for the year ended December 31, 2025. The Company’s
press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
7.01 Regulation FD Disclosure.
On
February 19, 2026, the Company issued a press release and a presentation regarding its financial results for the year ended December
31, 2025. Such press release and presentation are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated by reference herein.
In
accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01, including Exhibit 99.1 and Exhibit 99.2,
is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended (the “Securities Act”), and
shall not be incorporated by reference into any filing by the Company under the Exchange Act or the Securities Act, regardless of any
general incorporation language in such filing except as shall be expressly set forth by specific reference in any such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Exhibit
Name |
|
Filed
Herewith |
| 99.1 |
|
Press Release dated February 19, 2026, Regarding Financial Results for the Year Ended December 31,2025 |
|
* |
| 99.2 |
|
Investor Presentation Dated February 19, 2026 |
|
* |
| 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. |
| |
|
|
| Dated:
February 19, 2026 |
By: |
/s/
Moishe Gubin |
| |
|
Moishe
Gubin |
| |
|
Chief
Executive Officer and Chairman |
Exhibit
99.1
STRAWBERRY
FIELDS REIT ANNOUNCES 2025 YEAR-END OPERATING RESULTS
South
Bend, IN. February 19, 2026 (GLOBE NEWSWIRE) –Strawberry Fields REIT, Inc. (NYSE AMERICAN:STRW) (the “Company”) reported
today its operating results for the year ended December 31, 2025.
Select
2025 Financial Highlights
| |
● |
100%
of contractual rents collected. |
| |
|
|
| |
● |
On
January 1, 2025, the Company entered into a new master lease for 10 Kentucky properties formally part of the Landmark Master Lease.
Base rent is $23.3 million a year and is subject to an increase based on CPI with a minimum increase of 2.50%. The initial lease
term is 10 years with four 5-year extension options. Also, as part of the negotiation of the new Kentucky Master Lease, the Company
entered into a 5 year note payable with the parent of the Landmark tenant for $50.9 million dollars, included in Note Payable in
the accompanying condensed consolidated balance sheets. |
| |
|
|
| |
● |
On
January 2, 2025, the Company acquired 6 facilities consisting of 354 beds in Kansas. The acquisition was $24.0 million and the Company
funded the acquisition utilizing cash from the condensed consolidated balance sheets. The Company formed a new master lease for an
initial 10-year period that included two 5-year extension options on a triple-net basis. Additionally, the lease will increase the
Company’s annual rents by $2.4 million and is subject to 3% annual increases. |
| |
|
|
| |
● |
On
June 24, 2025, the Company issued 312.0 million NIS in Series B Bonds on the TASE, which is approximately $89.5 million. The bonds
are unsecured, were issued at par and have a fixed interest rate of 6.70%. Repayment of the bond principal, at 4% of the principal,
will be paid in the years 2026 through 2028, with the remaining 88% due in June 2029. Interest payments will be due semi-annually
on June 30th and December 30th of the years 2025 through maturity in 2029. |
| |
|
|
| |
● |
On
July 1, 2025, the Company completed the acquisition of nine skilled nursing facilities, comprised of 686 beds, located in Missouri.
The acquisition was for $59.0 million and the Company funded the acquisition utilizing cash from the condensed consolidated balance
sheets. Eight of the facilities were leased to the Tide Group and were added to the master lease the Company entered into in August
2024. This acquisition increased Tide Group’s annual rents by $5.5 million. These properties are subject to an annual rent
increase of 3% and the initial term is 10 years. The ninth facility was leased to an affiliate of Reliant Care Group L.L.C. The facility
was added to the master lease the Company assumed in December 2024 and increased Reliant Care Group’s annual rents by $0.6
million. |
| |
● |
On
August 5, 2025, the Company completed the acquisition for a skilled nursing facility with 80 licensed beds near McLoud, Oklahoma.
The acquisition was for $4.25 million. The Company funded the acquisition utilizing cash from the condensed consolidated balance
sheets. The initial annual base rents are $0.4 million dollars and subject to 3% annual rent increases. The initial term is 10 years
and includes two 5-year extension options. |
| |
|
|
| |
● |
On
August 29, 2025, the Company completed the acquisition for a healthcare facility comprised of 108 skilled nursing beds and 16 assisted
living beds near Poplar Bluff, Missouri. The acquisition was for $5.3 million. The Company funded the acquisition utilizing cash
from the condensed consolidated balance sheets. The initial annual base rents are $0.5 million dollars and subject to 3% annual rent
increases. The property was assumed by the Reliant Care master lease and is subject to the terms of the master lease. |
| |
|
|
| |
● |
On
November 10, 2025, the Company completed the acquisition for a skilled nursing facility with 60 licensed beds near Grove, Oklahoma.
The acquisition was for $3.0 million. The Company will fund the acquisition utilizing cash from the condensed consolidated balance
sheet. The initial annual base rents will be $0.3 million dollars and subject to 3% annual rent increases. |
Financial
results for the years ended December 31, 2025, and December 31, 2024 (see Non-GAAP Financial Measures reconciliation below):
| |
● |
FFO was $79.6 million and $60.2 million, respectively.
|
| |
|
|
● |
FFO
per share was $1.43 and $1.15, respectively. |
| |
● |
AFFO was $72.5 million and $55.8 million, respectively.
|
| |
|
|
● |
AFFO
per share was $1.30 and $1.07, respectively. |
| |
● |
Net
income was $33.3 million and $26.5 million, respectively. |
| |
|
|
| |
● |
Rental
income received was $155.0 million and $117.1 million, respectively. |
Moishe
Gubin, Chairman & CEO noted: “2025 was the best year Strawberry Fields has had since its inception 10+ years ago. The FFO growth
remains consistently strong, in excess of 13%, and the Company’s footprint has continued to grow into new states and with new third-party
operators. In 2026, the Company will continue to look for accretive deals, while maintaining its disciplined acquisition approach that
has led to these strong results.”
Mr.
Gubin Continued “I believe the investor public has begun to understand the strength of the senior housing real estate sector and
I hope this coming year the Company’s stock price will continue to close the valuation gap with our peers and begin to reflect
this strength.”
2025
Annual Results
Rental
revenues: Rental revenues increased $37.9 million, or 32.4%, compared to fiscal year 2024. The year-over-year growth was primarily
driven by $13.1 million in additional revenue associated with the new Kentucky Master Lease, as well as rents from the Company’s
2024 and 2025 acquisitions. These rents included the Missouri master lease with Reliant Care Group ($10.3 million), Tide Group master
lease ($5.5 million), and the Kansas master lease ($2.8 million). The growth also reflects reimbursed property taxes from tenants.
Depreciation
and Amortization: Depreciation expense increased $6.7 million, or 23.2%, compared to fiscal year 2024. The results were driven by
the $87.5 Missouri acquisition in December 2024 and $112.1 million of new real estate investments acquired during 2025. Amortization
expense increased $5.8 million, or 124.9%, primarily due to the amortization of an asset associated with the offsetting note payable
for the re-tenanting of the properties under the Kentucky Master Lease.
General
and Administrative Expense: General and administrative expenses increased $1.8 million, or 25.6%, compared to fiscal year 2024. The
growth was primarily due to $1.7 million of higher payroll expenses from increased executive compensation and employee bonus costs.
Property
and Other Taxes Expense: Property tax expenses increased $0.8 million, or 5.2%, compared to fiscal year 2024. This increase was driven
primarily by higher property tax obligations, which rose as a result of approximately $0.8 million in new property taxes paid in 2025
from assets acquired during 2024.
Interest
expense, net: Interest expense increased $16.0 million, or 49.1%, compared to fiscal year 2024. The increase was primarily driven
by $9.3 million of higher bond interest expense from the issuance of a Bond Series B, $4.7 million of additional interest expense related
to a note payable entered into during 2025, and $4.2 million of increased mortgage interest expense from a third commercial bank loan
facility used to finance the 2024 acquisition of the Missouri facilities. These increases were offset by lower interest payments due
to reductions in loan principal.
Net
Income: The increase in net income from $26.5 million during the year ended December 31, 2024 to $33.3 million in the year ended
December 31, 2025 is due to increased rental revenues which were offset by higher depreciation, amortization, property taxes, general
and administrative and interest expenses.
2025
Year-End Earnings Call
On
Friday, February 20th at 11:00 a.m. Eastern Time, the Company invites current and prospective investors to join the management
team on a conference call/webcast to discuss the 2025 year-end results.
To
access the conference call, please pre-register using this link. Registrants will receive confirmation with dial-in details.
A
live webcast of the conference call can be accessed, on a listen-only basis, using this link.
A
digital replay of the call will be available on our website at www.strawberryfieldsreit.com.
About
Strawberry Fields REIT
Strawberry
Fields REIT, Inc., is a self-administered real estate investment trust engaged in the ownership, acquisition, development and leasing
of skilled nursing and certain other healthcare-related properties. The Company’s portfolio includes 143 healthcare facilities
with an aggregate of 15,600+ beds, located throughout the states of Arkansas, Illinois, Indiana, Kansas, Kentucky, Missouri, Ohio, Oklahoma,
Tennessee and Texas. The 143 healthcare facilities comprise 131 skilled nursing facilities, 10 assisted living facilities, and two long-term
acute care hospitals.
Safe
Harbor Statement
Certain
statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Those forward-looking statements include all statements that are not historical statements of fact and those regarding our
intent, belief or expectations, including, but not limited to, statements regarding: future financing plans, business strategies, growth
prospects and operating and financial performance; expectations regarding the making of distributions and the payment of dividends; and
compliance with and changes in governmental regulations.
Words
such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),”
“may,” “will,” “would,” “could,” “should,” “seek(s)” and similar
expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on
management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual
results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying the forward-looking
statements are reasonable, we can give no assurance that our expectations will be attained. Factors which could have a material adverse
effect on our operations and future prospects or which could cause actual results to differ materially from our expectations include,
but are not limited to: (i) the COVID-19 pandemic and the measures taken to prevent its spread and the related impact on our business
or the businesses of our tenants; (ii) the ability and willingness of our tenants to meet and/or perform their obligations under the
triple-net leases we have entered into with them, including, without limitation, their respective obligations to indemnify, defend and
hold us harmless from and against various claims, litigation and liabilities; (iii) the ability of our tenants to comply with applicable
laws, rules and regulations in the operation of the properties we lease to them; (iv) the ability and willingness of our tenants to renew
their leases with us upon their expiration, and the ability to reposition our properties on the same or better terms in the event of
nonrenewal or in the event we replace an existing tenant, as well as any obligations, including indemnification obligations, we may incur
in connection with the replacement of an existing tenant; (v) the availability of and the ability to identify (a) tenants who meet our
credit and operating standards, and (b) suitable acquisition opportunities, and the ability to acquire and lease the respective properties
to such tenants on favorable terms; (vi) the ability to generate sufficient cash flows to service our outstanding indebtedness; (vii)
access to debt and equity capital markets; (viii) fluctuating interest rates; (ix) the ability to retain our key management personnel;
(x) the ability to maintain our status as a real estate investment trust (“REIT”); (xi) changes in the U.S. tax law and other
state, federal or local laws, whether or not specific to REITs; (xii) other risks inherent in the real estate business, including potential
liability relating to environmental matters and illiquidity of real estate investments; and (xiii) any additional factors included under
“Risk Factors” in our Annual Report Form 10-K dated March 13, 2025, including in the section entitled “Risk
Factors” in Item 1A of Part I of such report, as such risk factors may be amended, supplemented or superseded from time to time
by other reports we file with the SEC.
Forward-looking
statements speak only as of the date of this press release. Except in the normal course of our public disclosure obligations, we expressly
disclaim any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations
or any change in events, conditions or circumstances on which any statement is based.
Non-GAAP
Financial Measures
Reconciliations,
definitions and important discussions regarding the usefulness and limitations of the Non-GAAP Financial Measures used in this release
can be found below.
Investor
Relations:
Strawberry
Fields REIT, Inc.
IR@sfreit.com
+1
(773) 747-4100 x422
STRAWBERRY
FIELDS REIT, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
(Amounts
in $000’s, except share data)
(Unaudited)
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| Assets | |
| | |
| |
| Real estate investments, net | |
$ | 687,151 | | |
$ | 609,058 | |
| Cash and cash equivalents | |
| 31,812 | | |
| 48,373 | |
| Restricted cash and equivalents | |
| 34,946 | | |
| 45,283 | |
| Straight-line rent receivable, net | |
| 34,804 | | |
| 27,702 | |
| Right of use lease asset | |
| 851 | | |
| 1,204 | |
| Goodwill, other intangible assets and lease rights | |
| 68,352 | | |
| 27,947 | |
| Deferred financing expenses | |
| 5,358 | | |
| 6,162 | |
| Notes receivable, net | |
| 20,821 | | |
| 16,585 | |
| Other assets | |
| 1,130 | | |
| 5,275 | |
| Total Assets | |
$ | 885,225 | | |
$ | 787,589 | |
| | |
| | | |
| | |
| Liabilities | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 22,369 | | |
$ | 18,718 | |
| Bonds, net | |
| 330,612 | | |
| 209,944 | |
| Notes payable | |
| 42,624 | | |
| - | |
| Senior debt | |
| 417,262 | | |
| 460,591 | |
| Operating lease liability | |
| 851 | | |
| 1,204 | |
| Other liabilities | |
| 20,983 | | |
| 13,561 | |
| Total Liabilities | |
$ | 834,701 | | |
$ | 704,018 | |
| Commitments and Contingencies (Notes 8 and 14) | |
| | | |
| | |
| Equity | |
| | | |
| | |
| Preferred stock, $.0001 par value, 100,000,000 shares authorized, no shares issued and outstanding | |
$ | - | | |
$ | - | |
| Common stock, $.0001 par value, 500,000,000 shares authorized, 13,257,425 and 12,062,309 shares issued and outstanding in 2025 and 2024 | |
| 1 | | |
| 1 | |
| Additional paid in capital | |
| 18,554 | | |
| 16,535 | |
| Accumulated other comprehensive income | |
| (7,682 | ) | |
| 340 | |
| Retained earnings | |
| 1,233 | | |
| 1,292 | |
| Total Stockholders’ Equity | |
$ | 12,106 | | |
$ | 18,168 | |
| Non-controlling interest | |
$ | 38,418 | | |
$ | 65,403 | |
| Total Equity | |
$ | 50,524 | | |
$ | 83,571 | |
| Total Liabilities and Equity | |
$ | 885,225 | | |
$ | 787,589 | |
STRAWBERRY
FIELDS REIT, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Amounts
in $000’s, except share data)
(Unaudited)
| | |
Year Ended December 31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
| |
| Revenues | |
| | | |
| | |
| Rental revenues | |
$ | 154,999 | | |
$ | 117,058 | |
| | |
| | | |
| | |
| Expenses: | |
| | | |
| | |
| Depreciation | |
$ | 35,774 | | |
| 29,031 | |
| Amortization | |
| 10,475 | | |
| 4,657 | |
| General and administrative expenses | |
| 8,608 | | |
| 6,851 | |
| Property taxes | |
| 15,247 | | |
| 14,489 | |
| Facility rent expenses | |
| 609 | | |
| 727 | |
| Total expenses | |
$ | 70,713 | | |
$ | 55,755 | |
| Income from operations | |
| 84,286 | | |
| 61,303 | |
| | |
| | | |
| | |
| Interest expense, net | |
$ | (48,612 | ) | |
$ | (32,603 | ) |
| Amortization of deferred financing costs | |
| (804 | ) | |
| (657 | ) |
| Mortgage insurance premium | |
| (1,536 | ) | |
| (1,548 | ) |
| Total interest expense | |
$ | (50,952 | ) | |
$ | (34,808 | ) |
| Other income (loss): | |
| | | |
| | |
| Foreign currency transaction gain | |
| - | | |
| - | |
| Other income/(loss) | |
| (28 | ) | |
| 10 | |
| Total other income/(loss) | |
| (28 | ) | |
| 10 | |
| Net income | |
$ | 33,306 | | |
$ | 26,505 | |
| Less: | |
| | | |
| | |
| Net income attributable to non-controlling interest | |
| (25,731 | ) | |
| (22,410 | ) |
| Net income attributable to common shareholders | |
| 7,575 | | |
| 4,095 | |
| Other comprehensive income: | |
| | | |
| | |
| Gain due to foreign currency translation | |
| (34,837 | ) | |
| 431 | |
| Comprehensive income attributable to non-controlling interest | |
| 26,815 | | |
| (620 | ) |
| Comprehensive income | |
$ | (447 | ) | |
$ | 3,906 | |
| Net income attributable to common stockholders | |
$ | 7,575 | | |
$ | 4,095 | |
| Basic and diluted income per common share | |
$ | 0.60 | | |
$ | 0.57 | |
| | |
| | | |
| | |
| Weighted average number of common stock outstanding | |
| 12,696,831 | | |
| 7,124,158 | |
Funds
From Operations (“FFO”)
The
Company believes that funds from operations (“FFO”), as defined in accordance with the definition used by the National Association
of Real Estate Investment Trusts (“NAREIT”), and adjusted funds from operations (“AFFO”) are important non-GAAP
supplemental measures of our operating performance. Because the historical cost accounting convention used for real estate assets requires
straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably
over time. However, since real estate values have historically risen or fallen with market and other conditions, presentations of operating
results for a REIT that uses historical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a supplemental
measure of operating performance for REITs that excludes historical cost depreciation and amortization, among other items, from net income,
as defined by GAAP. FFO is defined as net income, computed in accordance with GAAP, excluding gains or losses from real estate dispositions,
plus real estate depreciation and amortization. AFFO is defined as FFO excluding the impact of straight-line rent, above-/below-market
leases, non-cash compensation and certain non-recurring items. We believe that the use of FFO, combined with the required GAAP presentations,
improves the understanding of our operating results among investors and makes comparisons of operating results among REITs more meaningful.
We consider FFO and AFFO to be useful measures for reviewing comparative operating and financial performance because, by excluding the
applicable items listed above, FFO and AFFO can help investors compare our operating performance between periods or as compared to other
companies.
While
FFO and AFFO are relevant and widely used measures of operating performance of REITs, they do not represent cash flows from operations
or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating our liquidity or operating
performance. FFO and AFFO also do not consider the costs associated with capital expenditures related to our real estate assets nor do
they purport to be indicative of cash available to fund our future cash requirements. Further, our computation of FFO and AFFO may not
be comparable to FFO and AFFO reported by other REITs that do not define FFO in accordance with the current NAREIT definition or that
interpret the current NAREIT definition or define AFFO differently than we do.
The
following table reconciles our calculations of FFO and AFFO for the years ended December 31, 2025 and 2024, to net income, the most directly
comparable GAAP financial measure (in thousands):
FFO
and AFFO:
| | |
Year Ended December 31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
| |
| Net income | |
$ | 33,306 | | |
$ | 26,505 | |
| Loss from real estate disposition | |
| 12 | | |
| - | |
| Depreciation and amortization | |
| 46,249 | | |
| 33,688 | |
| Funds from Operations | |
$ | 79,567 | | |
$ | 60,193 | |
| FFO per weighted average common share and OP units | |
| 1.43 | | |
| 1.15 | |
| Adjustments to FFO: | |
| | | |
| | |
| Straight-line rent | |
| (7,102 | ) | |
| (4,368 | ) |
| Funds from Operations, as Adjusted | |
$ | 72,465 | | |
$ | 55,825 | |
| Adjusted FFO per weighted average common share and OP units | |
| 1.30 | | |
| 1.07 | |