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) August 8, 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. ☐
Item 8.01 Other Events.
On August 7, 2025, the Board of Directors of Strawberry Fields Realty, Inc. declared a cash dividend on its common stock (the “Common Stock”) in the amount of $0.16 per share (the “Dividend”). The Dividend will be payable in cash on September 30, 2025 to holders of record of the Common Stock as of September 16, 2025.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|
Exhibit Number |
Exhibit Name | Filed Herewith | ||
|
99.1
|
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| 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 8, 2025 | |
| By: | /s/ Moishe Gubin | |
| Moishe Gubin | ||
| Chief Executive Officer and Chairman | ||
Exhibit 99.1
STRAWBERRY FIELDS REIT ANNOUNCES Q3 2025 CASH DIVIDEND OF $0.16 PER COMMON SHARE
South Bend, IN. August 8, 2025 (GLOBENEWSWIRE) –Strawberry Fields REIT, Inc. (NYSE AMERICAN: STRW) (the “Company”) today announced that its Board of Directors declared a cash dividend on its common stock in the amount of $0.16 per share (the “Dividend”). The Dividend will be payable in cash on September 30, 2025, to stockholders of record as of the close of business on September 16, 2025.
Moishe Gubin, the Company’s Chairman & CEO, noted: “A stable dividend is a key component to our Company and I am excited that our Board of Directors has approved an increase of $0.02 a share for the upcoming dividend payment in September. This $0.02 a share represents a 14.3% increase of our dividend, while the Company continues to maintain its dividend payout ratio below 50%.”
Mr. Gubin continued: “With the strong Q2 2025 financial performance, as well as a robust outlook to wrap up the year, I know this dividend amount is sustainable and the Company looks forward to continuing to compensate our shareholders with stable returns.”
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 141 healthcare facilities with an aggregate of 15,400+ beds, located throughout the states of Arkansas, Illinois, Indiana, Kansas, Kentucky, Missouri, Ohio, Oklahoma, Tennessee and Texas. The 140 healthcare facilities comprise 129 skilled nursing facilities, eight 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 Form S-3/A filed with the SEC on July 25, 2024, 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.
Investor Relations:
Strawberry Fields REIT, Inc.
IR@sfreit.com
+1 (773) 747-4100 x422