Sculptor Diversified REIT: authorizes 2 new common share classes

What happened

• The company filed an 8-K reporting that it intends to conduct a private offering of new classes of common stock and that the board approved the authorization, designation and offering of Class II common stock and Class SII common stock, each with a par value of $0.01 per share.
• On Oct 21, 2026 the company entered into an Eighth Amended and Restated Advisory Agreement with Sculptor Advisors LLC and Sculptor Diversified REIT Operating Partnership LP and a Fourth Amended and Restated Limited Partnership Agreement for the Operating Partnership to reflect the designation of the new share classes.
• On Oct 23, 2026 the company filed Articles of Amendment with the Maryland SDAT to increase authorized shares to 2,600,000,000 and authorized common stock to 2,500,000,000, and filed Articles Supplementary to classify 100,000,000 shares as Class II common shares and 100,000,000 shares as Class SII common shares.

Key details

• The board approved the designation and offering of Class II common stock and Class SII common stock, each with par value $0.01 per share.
• Articles of Amendment filed Oct 23, 2026 increased total authorized shares to 2,600,000,000 and authorized common stock to 2,500,000,000.
• Articles Supplementary designated 100,000,000 shares as Class II common shares and 100,000,000 shares as Class SII common shares.
• On Oct 21, 2026 the company amended the advisory agreement and the operating partnership agreement, and the board amended and restated the share repurchase plan to incorporate the new share classes.

Why it may matter

• This 8-K reports Item 1.01 (entry into material definitive agreements), Item 5.03 (amendments to articles of incorporation) and Item 8.01 (other events—amended share repurchase plan), describing the creation and authorization of the new share classes and related contractual and charter changes.
• The filing does not show why the insider traded or why the company acted.