Strawberry Fields REIT updates risk and tax disclosures

Strawberry Fields REIT, Inc. filed a current report describing updates to its investor disclosures.

Rhea-AI Filing Summary

Strawberry Fields REIT, Inc. filed a current report describing updates to its investor disclosures. The company is updating its risk factors, which are set out in Exhibit 99.1, and is providing an updated summary of material U.S. federal income tax considerations related to investing in its capital stock in Exhibit 99.2. The tax discussion replaces earlier "Material U.S. Federal Income Tax Considerations" sections in prospectuses and prospectus supplements to the extent of any inconsistencies. These updated risk and tax disclosures are incorporated by reference into the company’s other registration statements and reports.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Strawberry Fields REIT, Inc. (STRW) disclose in this SEC report?

Strawberry Fields REIT, Inc. disclosed that it is updating its risk factors and its summary of material U.S. federal income tax considerations related to investing in its capital stock.

How is STRW updating its risk factors?

The company states that the risk factors set forth in Exhibit 99.1 are being filed to update its existing risk factor disclosure, and those risk factors are incorporated by reference into the report.

What tax information did Strawberry Fields REIT provide for investors?

Exhibit 99.2 contains a summary of certain material U.S. federal tax considerations relevant to an investment in the company’s capital stock, updating the prior tax discussion.

Do these new tax disclosures replace earlier prospectus language for STRW?

Yes. The company explains that the information in Exhibit 99.2 modifies and supersedes earlier "Material U.S. Federal Income Tax Considerations" sections in its prospectuses and prospectus supplements to the extent those are inconsistent.

How do the updated risk and tax disclosures affect Strawberry Fields REIT’s other SEC filings?

The company states that the updated risk factors and tax considerations disclosures modify and supersede any corresponding discussions in previously filed registration statements and reports where they are inconsistent.

Where are the new risk factors and tax considerations for STRW located?

The updated risk factors are in Exhibit 99.1 and the updated material U.S. federal income tax considerations are in Exhibit 99.2 to the current report.

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Accepted by SEC EDGAR 12/19/2025 - 08:30 AM Learn about SEC filing dates

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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) December 19, 2025

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, $0.00001 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 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. ☐

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 8.01 Other Events.

The risk factors set forth in Exhibit 99.1 to this Current Report on Form 8-K are being filed by the Company for the purpose of updating its risk factors.

The information included in Exhibit 99.2 to this Current Report on Form 8-K provides a summary of certain material U.S. federal tax considerations relevant to an investment in the capital stock of the Company. Such information modifies and supersedes the information contained under the heading “Material U.S. Federal Income Tax Considerations” contained in or incorporated by reference into prospectuses, and the discussion contained under the heading “Material U.S. Federal Income Tax Considerations” contained in any prospectus supplement, filed by the Company under the Securities Act of 1933, as amended, prior to the date hereof, to the extent such disclosure is inconsistent with such information.

The risk factors set forth in Exhibit 99.1 and the material U.S. federal tax considerations set forth in Exhibit 99.2 are incorporated into this Item 8.01 by reference. The disclosure contained in this Current Report on Form 8-K modifies and supersedes any corresponding discussions included in any registration statement or report previously filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder to the extent they are inconsistent with such information.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Name		Filed Herewith
99.1		Risk Factors		*
99.2		Material U.S. Federal Income Tax Considerations		*
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:	December 19, 2025
By:	/s/ Moishe Gubin
	Moishe Gubin
	Chief Executive Officer and Chairman