Form 8-K

8-K — Strawberry Fields REIT, Inc.

Accession: 0001493152-26-021821

Filed: 2026-05-08

Period: 2026-05-08

CIK: 0001782430

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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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)

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

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 ☒

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.

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.

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

EX-99.1

Filename: ex99-1.htm · Sequence: 2

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.

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

(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

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v3.26.1

Cover

May 08, 2026

Cover [Abstract]

Document Type

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Entity File Number

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Entity Registrant Name

Strawberry

Fields REIT, Inc.

Entity Central Index Key

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Nimtz Parkway

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City Area Code

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

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Data Type:

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Period Type:

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

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Namespace Prefix:

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

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Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name:

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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