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): October 624, 2025

STRATCAP DIGITAL INFRASTRUCTURE REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland		333-284566		86-3123526
(State or other jurisdiction of incorporation or organization)		(~~Commission~~CommissionFile ~~File~~ Number)		(I.R.S. Employer Identification No.)

30 Rockefeller Plaza, Suite 2050

New York, NY 10112

(Address of principal executive offices)

~~(475) 282-0861 (Registrant’s telephone number, including area code)~~

(475) 282-0861

(Registrant’s telephone number, including area code)

N/A

(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:

¨ ☐ 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		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 1934 (§240.12b-2 of this chapter).

Emerging growth company x☒

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. x☒

Item 8.01 Other Events.

~~Investment~~Management byFee ~~StratCap~~Waiver ~~Investment Management, LLC~~

On October 6 24, 2025, ~~the board of directors of~~ StratCap Digital Infrastructure ~~REIT~~Advisors II, ~~Inc.~~ LLC (the “~~Company~~Advisor”), ~~approved an additional investment in~~ the ~~Company~~advisor byof StratCap ~~Investment~~ ~~Management~~Digital Infrastructure REIT, ~~LLC~~Inc. (the “~~Sponsor~~Company”), ~~through~~agreed ~~the~~to ~~purchase~~waive ~~of 525~~accrued,~~282.9590~~ ~~Class I~~unpaid ~~shares~~management atfees ~~$10.0898~~otherwise ~~per~~payable ~~share, resulting~~to in the ~~receipt~~Advisor ~~of gross proceeds~~ by the Company ofpursuant ~~approximately~~to ~~$5,300,000 (~~the ~~“Additional~~Amended ~~Investment”)~~and onRestated ~~October 6~~Advisory Agreement, ~~2025.~~ Asby aand ~~result~~among of the ~~Additional Investment~~Advisor, the ~~Sponsor~~Company, ~~holds~~and anSWIF ~~aggregate~~II ~~investment~~Operating Partnership, LP, in the ~~Company~~amount of 2$39,~~069,155~~000 ~~Class I~~for ~~shares and~~the 24period from September 1,~~455~~ ~~Class IX~~2025 ~~shares~~through September 30, 2025.

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.

	STRATCAP DIGITAL INFRASTRUCTURE REIT, INC.
Date: October 8, 2025	By:	/s/ Michael Weidner
Date: October 24, 2025	By:	/s/ Michael Weidner
		Name:	Michael Weidner
		Name: Michael Weidner
		Title:	Chief Financial Officer and Treasurer
		Title: Chief Financial Officer and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

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