RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS

12 Months Ended

Dec. 31, 2025

10.	RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS

Related-Party Ownership

During the year ended December 31, 2025, the Sponsor purchased 2,869,410 Class I shares for aggregate proceeds of $29,124,738 and canceled 1,150,000 Class I shares under the Cancellation Program. Additionally, the Sponsor holds a $200,000 investment in the REIT through the purchase of approximately 20,000 Class IX shares at $10 per share as of December 31, 2025 and December 31, 2024. Dividends on these shares are automatically reinvested in additional shares of common stock.

As of December 31, 2025, the Sponsor owns 1,766,132 Class I shares and 24,787 Class IX shares and effectively owns 14.7% of the Company. As of December 31, 2024, the Sponsor owned 23,509 Class IX shares or less than 1% of the Company.

Due from Affiliates

Due from affiliates primarily includes commissions reimbursement receivable of $61,436, marketing fee reimbursement receivable of $19,103, and reimbursable acquisition related costs of $23,391 paid by the Company on behalf of the Datacom JV as of December 31, 2025. Due from affiliates balance primarily included reimbursable acquisition related costs of $224,723 paid by the Company on behalf of Datacom JV as of December 31, 2024.

Related-Party Transactions

The following details the amounts incurred related to the Company’s Advisor and affiliates, SCD, SWIFA, and SCIM for the year ended December 31, 2025 and 2024; as well as amounts payable as of December 31, 2025 and 2024:


				Year Ended December 31,
				2025		2024
Fees		Entity		Incurred		Incurred
Offering costs		SCD		$	1,738,178	$	2,270,266
Selling commissions, dealer manager, and stockholder servicing fees		SCD			73,463		265,611
Asset management fees		SWIFA			1,468,366		1,484,727
Property management fees		SWIFA			88,144		—
Reimbursable operating expenses		SWIFA			854,695		2,189,162
Total				$	4,222,846	$	6,209,766


				December 31, 2025			December 31, 2024
Fees		Entity		Payable			Payable
Offering costs		SCD		$	681,881		$	142,606
Selling commissions, dealer manager, and stockholder servicing fees		SCD			32,717			—
Asset management fees		SWIFA			549,457			518,910
Property management fees		SWIFA			88,144			—
Operating expense reimbursement and other payables		SWIFA			978,015			43,000
Total				$	2,330,214		$	704,516

Organization and Offering Fees

The Company reimburses the Advisor and its affiliates for organization and offering expenses it incurs on the Company’s behalf, but only to the extent the reimbursement would not cause the selling commissions, dealer manager fees, distribution and servicing fees, and other organization and offering expenses to exceed 15% of the gross proceeds of the Company’s offering. For the year ended December 31, 2025 and 2024, the Company incurred approximately $1,738,178 and $2,270,266, respectively, in offering costs to related parties. With respect to the 15% cap on these expenses the Company has accumulated $10,203,747 and $8,392,106 of organization and offering expenses inception to date which represents approximately 5.97% and 6.08% of gross offering proceeds raised as of December 31, 2025 and 2024, respectively. Offering costs are charged to equity as incurred.

Selling Commissions, Dealer Manager Fees, and Distribution Fees

The Company pays SCD, the dealer manager, selling commissions, dealer manager fees, and stockholder servicing fees in connection with the sale of certain classes of shares. SCD may reallow all or a portion of the dealer manager fee it receives to participating broker-dealers. Selling commissions, dealer manager fees, and stockholder servicing fees were charged to shareholders’ equity as incurred.

Asset Management Fees

The Company pays the Advisor a management fee in connection with the management of its assets in an amount equal to 1.25% of the aggregate purchase price of acquired assets, excluding any debt, or the net purchase price, per annum payable monthly, provided, however, after the Company determines its initial NAV, such management fee will equal 1.25% of the NAV per annum payable monthly. Additionally, to the extent that the Operating Partnership issues OP Units to parties other than the Company, the Operating Partnership will pay the Advisor a management fee equal to 0.75% of the net purchase price or NAV, as applicable, of the Operating Partnership attributable to such OP Units not held by the Company, per annum payable monthly.

The management fee may be paid, at the Advisor’s election, in cash, Class I shares, or Class I OP Units of the Operating Partnership. To the extent that the Advisor elects to receive any portion of its management fee in Class I shares or Class I OP Units of the Operating Partnership, the Company may repurchase such Class I shares or Class I OP Units of the Operating Partnership from the Advisor at a later date. In the event the Advisor agreement is terminated or its term expires without renewal, the Advisor will be entitled to receive its prorated management fee through the date of termination.

Asset management fees were $1,468,366 and $1,484,727 for the years ended December 31, 2025 and 2024, respectively. In 2025, the Advisor agreed to waive accrued and unpaid management fee otherwise payable to the Advisor in the amount of $1,439,000 for services provided during the period from September 1, 2024 through August 31, 2025. The Company reclassified this accrued management fee to equity as a deemed contribution. Asset management fees payable, which were included within due to affiliates on the consolidated balance sheets, were $549,457 and $518,910 as of December 31, 2025 and December 31, 2024, respectively.

Property Management Fees

Strategic Wireless Infrastructure Property Management Company, LLC (the “Property Manager”) is a wholly owned entity of the Sponsor and is an affiliate of the Advisor, that provides services to us in connection with the leasing, operation and management of our assets. In connection with these services, the Company pays the Property Manager and its affiliates aggregate fees of up to 3.0% of gross revenues from the assets managed. The Company may reimburse our Property Manager and its affiliates for asset-level expenses that any of them pay or incur on our behalf, including salaries, bonuses and benefits of persons employed by the Property Manager and its affiliates except for the salaries, bonuses and benefits of persons who also serve as one of the Advisor’s executive officers. The Property Manager and its affiliates may subcontract the performance of their duties to third parties and pay all or a portion of the property management fee to the third parties with whom they contract for these services.

Under the property management agreement, the Company may pay the Property Manager a separate fee in connection with leasing assets to new tenants or renewals or expansions of existing contracts with existing tenants in an amount not to exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar assets. Notwithstanding the foregoing, the Advisor and its affiliates may be entitled to receive higher fees if the Property Manager demonstrates to the satisfaction of a majority of our directors (including a majority of the independent directors) that a higher competitive fee is justified for the services rendered.

For the year ended December 31, 2025, the Company incurred $33,294 in property management fees related to the two data centers. During the same period, the Company incurred $54,850 in property management fees associated with the Tower Assets, which are included in the income from discontinued operations on the consolidated statement of operations. There were no property management fees incurred during the year ended December 31, 2024. During the year ended December 31, 2025, the Advisor agreed to waive accrued and unpaid management fee otherwise payable to the Advisor in the amount of $1,439,000 for services provided during the period from September 1, 2024 through August 31, 2025.

Expense Support Agreement

The Advisor has agreed to provide the Company limited expense support in quarterly periods where the Company’s operations cannot support distributions to stockholders and unit holders. The Advisor may provide the support in the form of deferral of the collection of its management fees or through actual expense support payments to the Company. The Company would be obligated to reimburse the Advisor for any expense support payments it receives over a period up to four years, if the cumulative Company operations exceed the cumulative distributions to stockholders and unitholders. During the years ended December 31, 2025 and 2024, the Company has not received any expense support payments from the Advisor.

Contingent Promissory Note

Effective February 10, 2025, the Company has a non-interest bearing promissory note due from the Advisor, and guaranteed by HMC Capital Limited, in favor of the Company for reimbursement to the Company of any portion of the $13,459,476 of recoverable offering costs and operating expenses pursuant to the expense support agreement and the operating agreement (the “Agreements”) of the Company that is not recognized within the four and five- year periods in which such amounts were originally incurred. In the event of the liquidation of the Company, the remaining unamortized amounts, if any, would be repaid by the advisor to the Company. The $13,459,476 will not be recognized as a receivable on the Company’s consolidated financial statements, as the settlement of any unamortized balance of such amount payable by the Advisor to the Company is contingent upon the occurrence of certain future events outside the control of the Company pursuant to the terms of the Agreements.

Performance Participation Allocation

As a Special Limited Partner, the Advisor holds a performance participation interest in the Operating Partnership, entitling the Advisor to receive an allocation of the Operating Partnership’s total return. The annual total return will be allocated solely to the Advisor only after the other unitholders have received a total return of 5% (after recouping any loss carryforward amount) and such allocation will continue until the allocation between the Advisor and all other unitholders is equal to 12.5% and 87.5%, respectively. Thereafter, the Advisor will receive an allocation of 12.5% of the annual total return. Total return is defined as all distributions accrued or paid (without duplication) on the OP Units outstanding at the end of such period since the beginning of the then-current calendar year, plus (ii) the change in aggregate Net Asset Value (NAV as defined in the Operating Partnership LPA) of such units since the beginning of the year, before giving effect to (a) changes resulting solely from the proceeds of issuances of OP Units, (b) any allocation/accrual to the performance participation interest, and (c) applicable stockholder servicing fee expenses (including any payments made to the Company for payment of such expenses).

The Advisor will also be allocated a performance participation with respect to all OP Units that are repurchased at the end of any month (in connection with repurchases of the shares in the Company’s share repurchase program) in an amount calculated as described above with the relevant period being the portion of the year for which such unit was outstanding, and proceeds for any such unit repurchase will be reduced by the amount of any such performance participation.

Distributions of performance participation paid on the special limited partnership interest may be payable to the Advisor in cash or Class I OP Units at the election of the Advisor. The Advisor will not be obligated to return any portion of performance participation paid for an annual period based on the Operating Partnership’s subsequent performance. In the event the advisory agreement is terminated, the Advisor will be allocated any accrued performance participation with respect to all OP Units as of the date of such termination.

For the year ended December 31, 2025, there was no performance participation allocation expense recognized by the Company as the required return was not met. For the year ended December 31, 2024, there was $948,118 performance participation allocation expenses recognized by the Company.

Operating Expenses and Reimbursements

The Company may reimburse the Advisor’s costs of providing administrative services, including personnel and related employment costs, and expenses related to financing services (except with respect to acquisition and disposition services or asset management services for which the Advisor receives separate fees). The Company reimbursed the Advisor for $0 and $2,217,177 of operating expenses during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the Company owed $978,015 and $43,000, respectively, to the Advisor in operating expenses and reimbursement obligations.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Subparagraph (SX 210.6-07(2)(g)(3))
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Subparagraph (a)
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

StratCap Digital Infrastructure REIT, Inc. 10-K