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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) May 8, 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, $0.00001 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
7.01 Regulation FD Disclosure.
On
May 8, 2026, the Company issued a press release and a presentation regarding its financial results for the three months ended March 31,
2026. 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 May 8, 2026 |
|
* |
| 99.2 |
|
Investor Presentation Dated May 8, 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. |
|
| |
|
|
| Date: |
May 8, 2026 |
|
| |
|
|
| By: |
/s/
Moishe Gubin |
|
| |
Moishe
Gubin |
|
| |
Chief
Executive Officer and Chairman |
|
Exhibit
99.1
STRAWBERRY
FIELDS REIT ANNOUNCES FIRST QUARTER 2026 OPERATING RESULTS
South
Bend, IN. May 8, 2026 (GLOBENEWSWIRE) –Strawberry Fields REIT, Inc. (NYSE AMERICAN: STRW) (the “Company”) reported
today its operating results for the quarter ended March 31, 2026.
FINANCIAL
HIGHLIGHTS
| |
● |
100%
of contractual rents collected. |
| |
|
|
| |
● |
The
Company signed a term sheet for a Corporate Credit Facility (CCF) with availability up to $300 million. The CCF will be
comprised of a $100 million term loan and $200 million revolving line of credit, both having initial 3-year terms and two 1-year
extensions. Proceeds from the CCF will be used to refinance existing secured bank debt and the remainder will be available to support
acquisition growth. The rate on the CCF will be SOFR +2.75%. The Company expects to close on this CCF during Q2 2026. |
| |
|
|
| |
● |
Subsequent
to quarter end, on April 21, 2026, the Company entered into a contract for the acquisition of a hospital campus comprising a licensed
60 bed hospital, licensed 99 bed skilled nursing facility and ancillary medical office buildings near Kansas City, Missouri. The
purchase price will be $8.6 million and the Company expects to fund the acquisition from the balance sheet. The hospital campus will
be added to an existing master lease of a tenant in Missouri with initial base rents of $860 thousand and subject to 3% annual rent
increases. |
| |
● |
For
the quarters ended March 31, 2026, and March 31, 2025: |
| |
● |
FFO
was $20.9 million and $18.3 million, respectively. |
| |
● |
FFO
per share of $0.38 and $0.33, respectively
|
| |
● |
AFFO
was $18.8 million and $16.8 million, respectively. |
| |
● |
AFFO
per share of $0.34 and $0.30, respectively
|
| |
● |
Net
income was $9.5 million and $7.0 million, respectively. |
| |
● |
Rental
income received was $40.0 million and $37.3 million, respectively. |
Moishe
Gubin, the Company’s Chairman & CEO, noted: “During the first quarter of 2026 the Company underwrote many deals, but
most of them did not fit its disciplined acquisition model. As we head into Q2, it seems our patience will be paying off as we were excited
to sign a deal right in the beginning of the quarter and will hopefully have a few more to add. Separately, the Company has spent a lot
of time focusing on itself and its processes to ensure that our tenants remain strong and we are well positioned to grow when the right
opportunities present themselves.
Q1
2026 Quarterly Results of Operations:
Three
Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025:
Rental
revenues: The increase in rental revenues of $2.7 million or 7.1%, compared to the March 31, 2025, is primarily due to rental income
received from the new acquisitions to the Texas and Missouri master leases.
Depreciation
and Amortization: The increase in depreciation of $0.6 million or 6.4% compared to March 31, 2025 is related to depreciation on the
20 properties purchased in 2025. The increase was offset by assets that fully depreciated in 2025. The $0.4 million or (14.5)% decrease
in amortization is due to intangible assets being fully amortized.
General
and administrative: March 31, 2026 expenses increased by $0.4 million or 22.6% compared to March 31, 2025. The increase is driven
by higher professional fees, corporate salaries and other operating expenses.
Interest
expense, net: The March 31, 2026 decrease in interest expense of $0.6 million or (4)% compared to March 31, 2025, is primarily related
to lower interest payments on our commercial loans and note payable along with higher interest income.
Net
Income: The increase in net income from $6.9 million during the quarter ended March 31, 2025 to $9.5 million for the quarter ended
March 31, 2026 is primarily due to increases in rental revenues by the new acquisitions from the last year.
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 Form 8-k filed with the SEC on April 14, 2026, 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.
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.
Investor
Relations:
Strawberry
Fields REIT, Inc.
IR@sfreit.com
+1
(773) 747-4100 x422
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 three months ended March 31, 2026 and 2025, to net income the most
directly comparable GAAP financial measure, for the same periods:
FFO
and AFFO
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| (dollars in $000s) | |
| | |
| |
| Net income | |
$ | 9,474 | | |
$ | 6,991 | |
| Depreciation and amortization | |
| 11,453 | | |
| 11,270 | |
| Funds from Operations | |
| 20,927 | | |
| 18,261 | |
| FFO per weighted average common share and OP Units | |
| 0.38 | | |
| 0.33 | |
| Adjustments to FFO: | |
| | | |
| | |
| Straight-line rent | |
| (2,089 | ) | |
| (1,457 | ) |
| Funds from Operations, as Adjusted | |
$ | 18,838 | | |
$ | 16,804 | |
| Adjusted
FFO per weighted average common share and OP Units | |
| 0.34 | | |
| 0.30 | |