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): July 24, 2025

CNL STRATEGIC CAPITAL, LLC

(Exact name of registrant as specified in its charter)

delaware

000-56162

32-0503849

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification Number)

CNL Center at City Commons

450 South Orange Avenue

Orlando, Florida 32801

(Address of Principal Executive Offices; Zip Code)

Registrant’s telephone number, including area code: (407) 650-1000

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
None		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 ☐

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. ☐

Item 8.01 Other Events.

Determination of Net Asset Value for Outstanding Shares for the month ended June 30, 2025

On July 24, 2025, the board of directors (the “Board”) determined the Company’s net asset value per share for each share class in a manner consistent with the Company’s valuation policy, as described under “Determination of Net Asset Value” in the Company’s Prospectus. This table provides the Company’s aggregate net asset value and net asset value per share for its Class FA, Class A, Class T, Class D, Class I, and Class S shares as of June 30, 2025 (in thousands, except per share data):

Month Ended June 30, 2025	Class FA	Class A	Class T	Class D	Class I	Class S	Total
Net Asset Value	$160,316	$325,894	$79,470	$110,965	$572,321	$70,926	$1,319,892
Number of Outstanding Shares	3,902	8,841	2,160	3,033	15,321	1,702	34,959
Net Asset Value, Per Share	$41.09	$36.86	$36.79	$36.58	$37.35	$41.68
Net Asset Value, Per Share Prior Month	$40.70	$36.53	$36.48	$36.25	$37.01	$41.28
Increase in Net Asset Value, Per Share from Prior Month	$0.39	$0.33	$0.31	$0.33	$0.34	$0.40

The increase in the Company’s net asset value per share for each applicable share class for the month ended June 30, 2025 was primarily driven by the increases in the fair value of eleven out of seventeen of the Company’s portfolio company investments. The fair value of five of the Company’s portfolio company investments decreased during the same period. The fair value of one of the Company’s portfolio company investments did not change. As of June 30, 2025, the Company had total assets of approximately $1.39 billion.

Public Offering Price Adjustment

On July 24, 2025, the Board approved the new per share public offering price for each share class in the Company’s offering. The new public offering prices will be effective as of July 31, 2025 and will be used for the Company’s next monthly closing for subscriptions on July 31, 2025. The purchase price for Class A, Class T, Class D, and Class I shares purchased under our distribution reinvestment plan will be equal to the net asset value per share for each share class as of June 30, 2025. The following table provides the new public offering prices and applicable upfront selling commissions and dealer manager fees for each share class available in this offering:

	Class A	Class T	Class D	Class I
Public Offering Price, Per Share	$40.28	$38.62	$36.58	$37.35
Selling Commissions, Per Share	$2.42	$1.16
Dealer Manager Fees, Per Share	$1.00	$0.67

We have also posted this information on our website at www.cnlstrategiccapital.com. A subscriber may also obtain this information by calling us by telephone at (866) 650-0650.

Declaration of Distributions

On July 24, 2025, the Board declared cash distributions on the outstanding shares of all classes of our common shares based on a monthly record date, as set forth below:

Declared Distribution Per Share for Each Share Class

Distribution
Record Date

Distribution
Payment Date

Class FA

Class A

Class T

Class D

Class I

Class S

August 26, 2025

August 27, 2025

$0.104167

$0.083333

$0.093750

$0.104167

Return Information

The following table illustrates year-to-date (“YTD”), trailing 12 months (“1-Year Return”), 3-Year Return, 5-Year Return, Annualized Return Since Inception, and cumulative total returns through June 30, 2025 (“Cumulative Total Return”), with and without upfront sales load, as applicable:

	YTD Return⁽¹⁾	1-Year Return⁽²⁾	3-Year Return⁽³⁾	5-Year Return⁽⁴⁾	Annualized Return Since Inception⁽⁵⁾	Cumulative Total Return⁽⁵⁾	Cumulative Return Period
Class FA (no sales load)	5.4%	11.9%	34.7%	77.5%	11.0%	116.7%	February 7, 2018 – June 30, 2025
Class FA (with sales load)	-1.4%	4.6%	25.9%	66.0%	10.0%	102.6%	February 7, 2018 – June 30, 2025
Class A (no sales load)	5.1%	11.0%	31.0%	66.1%	10.0%	99.2%	April 10, 2018 – June 30, 2025
Class A (with sales load)	-3.8%	1.6%	19.8%	51.9%	8.7%	82.2%	April 10, 2018 – June 30, 2025
Class I	5.2%	10.9%	30.7%	66.2%	10.1%	101.0%	April 10, 2018 – June 30, 2025
Class T (no sales load)	4.4%	9.9%	27.8%	59.3%	9.0%	85.0%	May 25, 2018 – June 30, 2025
Class T (with sales load)	-0.5%	4.7%	21.7%	51.7%	8.3%	76.3%	May 25, 2018 – June 30, 2025
Class D	4.9%	10.6%	29.9%	64.4%	9.5%	88.6%	June 26, 2018 – June 30, 2025
Class S (no sales load)	5.6%	12.0%	35.5%	78.2%	12.2%	83.2%	March 31, 2020 – June 30, 2025
Class S (with sales load)	1.9%	8.1%	30.8%	72.0%	11.5%	76.7%	March 31, 2020 – June 30, 2025

⁽¹⁾ For the period from January 1, 2025 through June 30, 2025.

⁽²⁾ For the period from July 1, 2024 through June 30, 2025.

⁽³⁾ For the period from July 1, 2022 through June 30, 2025.

⁽⁴⁾For the period from July 1, 2020 through June 30, 2025.

⁽⁵⁾For the period from the date the first share was issued for each respective share class through June 30, 2025. The Annualized Return Since Inception captures the average annual performance over the return period. It is calculated as a geometric average, meaning it captures the effects of compounding over time.

Total return is calculated for each share class as the change in the net asset value for such share class during the period and assuming all distributions are reinvested. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. For details regarding applicable sales load, please see the “Plan of Distribution” section in the Company’s Prospectus. Class I and Class D shares have no upfront sales load.

For the six months ended June 30, 2025, sources of declared distributions on a GAAP basis were as follows:

	Six Months Ended June 30, 2025
	Amount (in 000s)		% of Total Distributions Declared
Net investment income¹	$	9,266		44.3	%
Distributions in excess of net investment income²		11,653		55.7	%
Total distributions declared	$	20,919		100.0	%

Cash distributions net of distributions reinvested during the period presented were funded from the following sources:

	Six Months Ended June 30, 2025
	Amount (in 000s)		% of Cash Distributions Net of Distributions Reinvested
Net investment income before expense support (reimbursement)	$	5,374		51.6	%
Expense support (reimbursement)		3,892		37.4	%
Net investment income	$	9,266		89.0	%
Cash distributions net of distributions reinvested in excess of net investment income²		1,143		11.0	%
Cash distributions declared net of distributions reinvested³	$	10,409		100.0	%

¹Net investment income includes expense support, net due from the Manager and Sub-Manager of $3,892 for the six months ended June 30, 2025.

²Consists of distributions made from offering proceeds for the period presented.

³For the six months ended June 30, 2025, excludes $10,510 of distributions reinvested pursuant to our distribution reinvestment plan.

For the years ended December 31, 2024, 2023, 2022, 2021, 2020, 2019, and 2018 distributions were paid from multiple sources and these sources included net investment income before expense support of 55.6%, 76.9%, 76.3%, 65.2%, 42.3%, 61.7%, and 85.2%, reimbursable expense support of 0.1%, 0.0%, 0.0%, 0.0%, 33.2%, 23.5% and 11.1%, and offering proceeds of 44.3%, 23.1%, 23.7%, 34.8%, 24.5%, 14.8% and 3.7%, respectively. If the Company receives additional expense support now or in the future, it will be required to repay expense support to the Manager and Sub-Manager in future periods which may reduce future income available for distributions. For additional information regarding sources of distributions, please see the annual and quarterly reports the Company files with the Securities and Exchange Commission.

We have also posted this information on our website at www.cnlstrategiccapital.com. A subscriber may also obtain this information by calling us by telephone at (866) 650-0650. The calculation of the Company’s net asset value is a calculation of fair value of the Company’s assets less the Company’s outstanding liabilities.

Cautionary Note Regarding Forward-Looking Statements

Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations or projections relating to the items described herein, are forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on the beliefs and assumptions of the Company’s management and on the information currently available to management at the time of such statements. Forward-looking statements generally can be identified by the words “believes,” “expects,” “intends,” “plans,” “will,” “estimates” or similar expressions that indicate future events. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. Any forward-looking statement made by us in this Current Report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. Important risks, uncertainties and factors that could cause actual results to differ materially from those in the forward-looking statements include the risks associated with the Company’s ability to pay distributions and the sources of such distribution payments, the Company’s ability to locate and make suitable investments, the economy and the broader financial markets, which may have a significant negative impact on the Company's (and its businesses) financial condition, results of operations, cash flows and net asset value per share and other risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the other documents filed by the Company with the Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 24, 2025		CNL Strategic Capital, LLC a Delaware limited liability company

	By:	/s/ Chirag J. Bhavsar
		Chirag J. Bhavsar Chief Executive Officer

CNL Strategic Capital, LLC 8-K