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): December ~~September 22~~31, 2025

CNL STRATEGIC RESIDENTIAL CREDIT, INC.

(Exact name of registrant as specified in its charter)

Maryland	000-56755	33-3001463
maryland	000-56755	33-3001463
(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 1.01

Entry into a Material Definitive Agreement.

~~Managing~~Loan ~~Dealer~~and ~~Agreement~~Security Agreement

On ~~September~~December 2431, 2025, CNL Strategic Residential Credit, Inc. (~~the~~referred ~~“Company”)~~to ~~entered~~herein ~~into~~as ~~a Managing Dealer Agreement (the~~ “~~Managing Dealer Agreement~~we”~~) with the Company’s investment advisor~~, ~~CNL Residential Credit Manager~~“us”, ~~LLC (the~~ “~~Advisor~~our”) ~~and~~or the ~~Company’s managing~~ ~~dealer, CNL Securities Corp. (the~~ “~~Managing Dealer~~Company”), anand ~~affiliate~~Valley ofNational ~~the~~Bank, ~~Advisor.~~a ~~Under~~Tennessee ~~the~~banking ~~Managing Dealer Agreement~~corporation, ~~the Managing~~(referred ~~Dealer~~to ~~will serve~~ as ~~Managing~~“Valley ~~Dealer~~National Bank”) onentered into a ~~best~~Loan ~~efforts~~and ~~basis~~Security ~~for~~Agreement (the ~~Company’s~~“Loan ~~private~~Agreement”) ~~offering~~for ~~exempt~~a ~~from~~revolving ~~registration under~~line ~~the Securities Act~~ of ~~1933,~~credit ~~as amended~~ (the “~~Private~~Line ~~Offering~~of Credit”). ~~The~~for ~~Managing~~up ~~Dealer~~to ~~Agreement~~Fifteen ~~updates~~Million ~~the~~Dollars ~~Amended and Restated Placement Agent Agreement dated July 16~~($15, ~~2025~~000,000.00), ~~previously~~subject ~~entered~~to ~~into by and among~~ the Company,’s ~~the~~available ~~Advisor and the Managing~~borrowing ~~Dealer~~base. ~~Pursuant~~Prior to the ~~Managing~~initial ~~Dealer~~closing ~~Agreement, shares~~ of the Company’s ~~Class~~initial Eprivate ~~common~~offering ~~stock~~ (“~~Class~~Initial ~~E Shares~~Closing”), available ~~Class~~borrowing FAbase ~~common~~will ~~stock,~~be ~~Class~~equal Ato ~~common~~sixty ~~stock,~~percent ~~Class T common stock, Class D common stock and Class I common stock~~ (~~collectively, the “Shares”~~60%) ~~will~~ beof ~~sold~~outstanding ~~through~~uncalled ~~the~~capital ~~Managing Dealer~~commitments. ~~The~~Following ~~Managing~~the ~~Dealer~~Initial ~~may~~Closing, ~~reallow~~available ~~any~~borrowing ~~portion~~base ofwill ~~the~~be ~~selling~~equal ~~commissions and the managing dealer fees~~ to ~~distribution~~one ~~participants.~~hundred ~~The~~percent ~~Company~~(100%) ~~may~~of ~~also reimburse~~ the ~~Managing~~amount ~~Dealer~~held ~~and/or distribution participants for certain costs and expenses associated~~ with the ~~Private~~Company’s ~~Offering~~escrow agent, ~~including~~UMB ~~certain costs for the marketing of the shares~~Bank, ~~technology costs, and reasonable out-of-pocket due diligence expenses that are incurred by the Managing Dealer and/or distribution participants~~N.A. The ~~Managing~~Company ~~Dealer~~is ~~Agreement contains~~required ~~customary~~to ~~representations,~~pay ~~warranties,~~interest ~~and~~on ~~agreements~~any ofborrowed ~~the~~amounts ~~Company,~~under the ~~Advisor~~Line ~~and the Managing Dealer, indemnification rights and obligations~~ of ~~the~~Credit ~~parties~~at ~~and~~a ~~termination~~rate ~~provisions.~~per ~~The~~year equal ~~foregoing is qualified in its entirety by reference~~ to the ~~full~~term ~~text~~secured ~~of the~~overnight ~~Managing~~financing ~~Dealer~~rate plus ~~Agreement, which is filed here as Exhibit 10~~2.~~1 and incorporated herein by reference~~75%.

~~Form~~Advances under the Line of ~~Participating~~Credit ~~Broker~~shall ~~Agreement~~be repaid upon the earlier of the following: (i) 90 days from the date such advance was made and (ii) the line of credit maturity date. Unless extended, the Line of Credit has a maturity date of December 31, 2026. In connection with the Line of Credit, the Company paid a commitment fee to Valley National Bank of Thirty-Seven Thousand Five Hundred Dollars ($37,500.00) plus the payment of Valley National Bank’s expenses associated with the Line of Credit.

OnThe ~~September~~Company 22may prepay, ~~2025~~without penalty, ~~the Company~~all ~~and~~or ~~the~~any ~~Managing~~part ~~Dealer~~of ~~amended~~the ~~and~~borrowings ~~restated~~under the ~~Form~~Loan ofAgreement ~~Participating~~at ~~Broker~~any ~~Agreement~~time. (Under the ~~“Participating~~Loan ~~Broker~~ Agreement”), the Company is required to becomply ~~entered~~with ~~into~~certain ~~between~~covenants including the ~~Managing~~requirement ~~Dealer~~to ~~and~~provide ~~other~~certain ~~participating~~financial ~~broker-dealers~~and ~~participating~~compliance inreports to ~~the~~Valley ~~Private Offering~~National Bank. ~~Pursuant~~As todescribed in the ~~Participating~~Loan ~~Broker~~ Agreement, the ~~Managing~~Company ~~Dealer~~is ~~may~~required ~~reallow~~to ~~the~~maintain ~~selling~~accounts ~~commissions~~with ~~and~~Valley ~~the~~National Bank, ~~managing~~including ~~dealer~~to ~~fees~~contribute toproceeds ~~distribution~~from ~~participants.~~the ~~The~~Company’s ~~Participating~~offering, ~~Broker~~as ~~Agreement~~a ~~also~~pledge ~~contains~~of ~~customary~~collateral ~~representations, warranties,~~to ~~and~~pay ~~agreements~~down ofthe outstanding debt to the ~~Managing~~extent ~~Dealer~~there ~~and~~are ~~distribution~~any ~~participants,~~borrowings ~~indemnification~~outstanding ~~rights~~under ~~and~~the ~~obligations~~Loan Agreement. The foregoing description of the ~~parties~~ ~~and~~Loan ~~termination~~Agreement ~~provisions~~in this Item 1.01 ~~The~~does ~~foregoing~~not purport to be complete in scope and is qualified in its entirety by ~~reference to~~ the full text of ~~the~~such ~~Participating~~agreement ~~Broker~~included ~~Agreement, which is filed here~~ as ~~Exhibit~~an ~~10.2~~exhibit and incorporated ~~herein~~ by reference herein.

~~Amended~~Item ~~and~~2.03 ~~Restated~~Creation ~~Escrow~~of ~~Agreement~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

OnThe ~~September~~information ~~24,~~set ~~2025,~~forth ~~the~~in ~~Company,~~Item ~~the Managing Dealer and UMB Bank, N~~1.~~A.,~~01 ~~the~~regarding ~~escrow agent (~~the Loan ~~“Escrow Agent”), entered into an amended and restated escrow agent agreement (the “Escrow~~ Agreement”) ~~pursuant to which the Escrow Agent will provide escrow services to the Company in connection~~ with ~~the~~Valley ~~Private~~National ~~Offering.~~Bank ~~The foregoing~~ is ~~qualified~~incorporated ~~in its entirety~~ by reference tointo ~~the~~this ~~full~~Item ~~text of the Escrow Agreement, which is filed here as Exhibit 10~~2.~~3 and incorporated herein by reference~~03.

Item 89.01 ~~Other~~Financial ~~Items~~Statements and Exhibits.

~~Amended~~(d) ~~and Restated Distribution Reinvestment Plan~~Exhibits.

On September 22, 2025, the Company adopted an amended and restated distribution reinvestment plan (the “DRP”) pursuant to which stockholders who enroll in the DRP will apply all cash distributions to the purchase of additional Shares for such stockholders, except for distributions paid on Class E Shares, which are not eligible to participate in the DRP. The Shares purchased pursuant to the DRP shall be of the same Share class as the Shares with respect to which the stockholder is receiving such cash distribution to be reinvested through the DRP, except for distributions paid on Class E Shares. The foregoing is qualified in its entirety by reference to the full text of the DRP, which is filed here as Exhibit 4.1 and incorporated herein by reference.

Exhibit No.

10.1	Loan Agreement, dated December 31, 2025, between the Company and Valley National Bank
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Item~~Cautionary ~~9.01.~~Note ~~Exhibits.~~Regarding Forward-Looking Statements

~~(d) Exhibits~~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 of 1933, as amended, 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 financial condition, results of operations, cash flows and net asset value per share and other risks described in the other documents filed by the Company with the Securities and Exchange Commission.

Exhibit Number		Description
4.1		Amended and Restated Distribution Reinvestment Plan (Filed herewith.)
10.1		Managing Dealer Agreement dated September 24, 2025, by and among CNL Strategic Residential Credit, Inc., CNL Residential Credit Manager, LLC, and CNL Securities Corp. (Filed herewith.)
10.2		Form of Participating Broker Agreement (Filed herewith.)
10.3		Amended and Restated Escrow Agreement dated September 24, 2025, by and among CNL Strategic Residential Credit, Inc., CNL Securities Corp., and UMB Bank, N.A. (Filed herewith.)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

~~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.

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: January 7, 2026		CNL Strategic Residential Credit, Inc. a Maryland Corporation

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

Date: September 24, 2025		CNL Strategic Residential Credit, Inc. a Maryland corporation
	By:	/s/ Chirag J. Bhavsar
		Chirag J. Bhavsar Chief Executive Officer

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