Form 8-K

8-K — Strawberry Fields REIT, Inc.

Accession: 0001493152-26-036401

Filed: 2026-08-06

Period: 2026-08-06

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) August 6, 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.

August 6, 2026, the Company issued a press release and a presentation regarding its financial results for the three months ended June

30, 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 August 6, 2026

99.2

Investor Presentation Dated August 6, 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:

August 6, 2026

By:

/s/

Moishe Gubin

Chief Executive Officer

and Chairman

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

STRAWBERRY

FIELDS REIT ANNOUNCES SECOND QUARTER 2026 OPERATING RESULTS

South

Bend, IN. August 6, 2026 (GLOBENEWSWIRE) –Strawberry Fields REIT, Inc. (NYSE AMERICAN: STRW) (the “Company”) reported

today its operating results for the quarter ended June 30, 2026.

FINANCIAL

HIGHLIGHTS

●

100%

of contractual rents collected.

●

June 18, 2026 the Company closed on its Corporate Credit Facility (“CCF”) with availability up to $300 million. The

CCF is comprised of a $100 million term loan and $200 million revolving line of credit, both having initial 3-year terms and two

1-year extension options. Proceeds from the CCF were used to refinance existing secured bank debt and the remainder will be available

to support acquisition growth. The rate on the CCF is SOFR +2.75%.

●

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 $10.4 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 annual base rents of $1.04 million and subject to 3% annual rent increases.

The Company expects to close on this acquisition during Q3 2026.

●

For the quarters ended June 30, 2026, and June 30,

2025:

●

FFO

was $20.1 million and $20.0 million, respectively.

●

FFO

per share of $0.36 and $0.36, respectively

●

AFFO

was $18.1 million and $18.9 million, respectively.

●

AFFO

per share of $0.32 and $0.34, respectively.

●

Net

income was $8.9 million and $8.7 million, respectively.

●

Rental

income received was $40.0 million and $37.9 million, respectively.

●

For

the six months ended June 30, 2026, and June 30, 2025:

●

FFO

was $41.0 million and $38.2 million, respectively.

●

FFO

per share of $0.74 and $0.69, respectively

●

AFFO

was $36.9 million and $35.2 million, respectively.

●

AFFO

per share of $0.66 and $0.64, respectively.

●

Net

income was $18.4 million and $15.7 million, respectively.

●

Rental

income received was $80.0 million and $75.2 million, respectively.

Moishe

Gubin, the Company’s Chairman & CEO, noted: “I am pleased that we were able to close the Corporate Credit Facility this

quarter. Obtaining a credit facility is something the Company has been talking about for some time now and having access to the CCF without

the need for facility level debt puts the Company more in line with our peers. Further, having access to this CCF will be useful as we

head towards year-end and have deals to close.”

Mr.

Gubin continued to say “As our financials reflect, the Company continues to do well. We have continued to collect all our rents

and our tenants have been bringing us deals to add to their master leases. I am delighted to see that our stock price has been gaining

traction and we are slowing closing the gap on our trading multiples with our peers.”

2026 Quarterly Results of Operations:

Three

Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025:

Rental

revenues: The increase in rental revenues of $2.2 million or 6% is due to higher income from the purchase of additional properties and

lease renewals.

Depreciation

and amortization: The decrease in depreciation and amortization of $0.1 million or (9)% is primarily due lower depreciation from fully

depreciated assets and the sale of 2 properties, offset by the purchases of additional properties since the second quarter 2025.

General

and administrative expenses: The increase in general and administrative expenses of $1.3 million or 62% reflects higher closing costs

related to the new line of credit and term loan, as well as higher compensation expense.

Interest

expense, net: The increase in interest expense of $0.5 million or 4% is primarily due to additional interest expense from the Bond

Series B issuance that closed in June of 2025, as well as Bond Series C issuance in May of 2026. This increase was offset by lower interest

expense resulting from a paydown of a commercial loan.

Net

income: The increase in net income from $8.6 million during the second quarter of 2025, to $8.9 million income during the second quarter

of 2026 is primarily a result of higher rental income since the second quarter of 2025 offset by higher general and administrative expenses

and an increase in interest expense.

Six

Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025:

Rental

revenues: The increase in rental revenue of $4.8 million or 6% is due to the acquisition of properties made since second quarter of 2025.

Depreciation

and amortization: The increase in depreciation and amortization of $0.03 million or 0.13% is primarily due to properties purchased in

2025, offset by full amortized assets.

General

and administrative: The increase in general and administrative of $1.7 million or 42% is primarily a result of higher costs associated

with the new line of credit and term loan, higher professional fees, and higher compensation expenses.

Net

income: The increase in net income to $18.4 million in 2026 is primarily a result of higher rental income and lower amortization expense

since second quarter 2025 offset by higher general and administrative expenses.

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 with the SEC on April 14, 2026, 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 142 healthcare facilities

with an aggregate of 15,500 beds, located throughout the states of Arkansas, Illinois, Indiana, Kansas, Kentucky, Missouri, Ohio, Oklahoma,

Tennessee and Texas. The 142 healthcare facilities comprise 130 skilled nursing facilities, ten 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 six and three months ended June 30, 2025 and 2024, to net income

the most directly comparable GAAP financial measure, for the same periods:

FFO

and AFFO

Six Months Ended June 30,

Three Months Ended June 30,

2026

2025

2026

2025

(dollars in $1,000s)

Net income

$ 18,412

$ 15,653

$ 8,938

$ 8,662

Depreciation and amortization

22,623

22,594

11,170

11,324

Funds from Operations

41,035

38,247

20,108

19,986

FFO per weighted average common share and OP Units

0.74

0.69

0.36

Adjustments to FFO:

Straight-line rent

(4,090 )

(3,022 )

(2,001 )

(1,087 )

Funds from Operations, as Adjusted

$ 36,945

$ 35,225

$ 18,107

$ 18,899

AFFO per weighted average common share and OP Units

0.66

0.64

0.32

0.34

EX-99.2

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Exhibit 99.2

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Aug. 06, 2026

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

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

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Balance Type:

Period Type:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

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Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- 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:

dei_EntityRegistrantName

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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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:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- 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:

dei_PreCommencementIssuerTenderOffer

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 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:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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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

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- 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:

duration

- 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

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- 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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