StratCap Digital Infrastructure REIT, Inc. 8-K

What Happened
StratCap Digital Infrastructure REIT filed an 8-K reporting that, as part of a previously announced 12-month program, the board accepted the cancellation on December 30, 2025 of 250,000 Class I shares held by the Sponsor, StratCap Investment Management, LLC, for no consideration. The cancellation also included a corresponding number of Class I units in SWIF II Operating Partnership, LP. After the cancellation, the Sponsor’s holdings are 1,757,309 Class I shares and 24,675 Class IX shares.

The company also reported officer resignations effective January 1, 2026: Eric Graham will resign as General Counsel and SVP of Strategic Initiatives of StratCap Digital Infrastructure Advisors II, LLC and as a member of the Sponsor’s Investment Committee; Scott Riggs will resign as Head of Wireless Investments of the Advisor and as a member of the Sponsor’s Investment Committee. Both Mr. Graham and Mr. Riggs, through an entity not affiliated with the company or the Advisor, will continue to provide management and administrative services for the company’s remaining wireless towers and related assets.

Key Details

• Board accepted the cancellation on December 30, 2025.
• 250,000 Class I shares (and corresponding SWIF II OP units) canceled by the Sponsor for no consideration.
• Post-cancellation Sponsor holdings: 1,757,309 Class I shares; 24,675 Class IX shares.
• Officer resignations effective January 1, 2026: Eric Graham and Scott Riggs; both will continue related services via an unaffiliated entity.

Why It Matters
The share cancellation reduces the Sponsor’s stake by a fixed number of shares as part of an announced program; the filing provides exact post-cancellation holdings so investors can update ownership figures. The resignations remove two named officers from their Advisor roles and the Sponsor’s Investment Committee, but the company disclosed continuity for wireless-asset management because both individuals will still provide services through an outside entity. The filing does not disclose replacements, financial impacts, or changes to overall corporate strategy.