StratCap Digital Infrastructure REIT, Inc. 8-K

What Happened StratCap Digital Infrastructure REIT, Inc. filed an 8‑K reporting that on December 22, 2025 its operating partnership (SWIF II Operating Partnership, LP) sold all issued equity in three subsidiaries (Vogue Towers II, SWIF II Investment Co. Towers I, and Towers II) to EverLink Towers, LLC. The Acquired Companies owned fee interests in 48 towers with associated ground leases/easements and 68 tenant leases. The aggregate cash purchase price was approximately $55.1 million, resulting in net cash proceeds to the Company of about $38.5 million after closing costs, adjustments and repayment of related indebtedness. The company issued a press release the same day and filed unaudited pro forma consolidated financial statements reflecting the Transactions.

Key Details

• Transaction date: December 22, 2025; buyer: EverLink Towers, LLC.
• Assets sold: equity interests in three subsidiaries owning 48 towers and 68 tenant leases.
• Gross purchase price: ~$55.1 million in cash; net proceeds to StratCap: ~ $38.5 million after closing costs/repayments.
• Purchase price subject to post‑closing adjustments (cash flows, prepaid costs, indebtedness, transaction expenses); Sellers and Purchaser have customary indemnities and the Company guaranteed Sellers’ indemnification obligations.
• Restrictive covenants: 5‑year non‑solicit/non‑acquisition restrictions around the Acquired Companies’ towers (including a 1‑mile solicitation radius).
• Corporate action: Board authorized daily gross distributions of $0.001479452 per share for record holders each day Jan 1–Mar 31, 2026 (paid or reinvested monthly in arrears).

Why It Matters For investors, this is a material disposition of a portion of StratCap’s tower portfolio that generated immediate cash proceeds (~$38.5M net) and will change the company’s asset base and future revenue mix. The sale proceeds may affect liquidity, capital allocation and the company’s reported results (the filing includes pro forma financial statements). The five‑year restrictive covenants and indemnity guarantees are contractual terms that could limit near‑term competitive actions by the company and create contingent obligations. Investors should review the pro forma financials and the company’s disclosures to understand how the Transactions affect NAV, recurring revenue, and distribution sustainability.