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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 15, 2025
Sculptor Diversified Real Estate Income Trust, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Maryland | | 000-56566 | | 88-0870670 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS. Employer Identification No.) |
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9 West 57th Street, 40th Floor New York, NY 10019 |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (212) 790-0000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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: None
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
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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.
June 30, 2025 Net Asset Value (“NAV”) per Share
On July 15, 2025, we released the NAV per share for each share class of our common stock as of June 30, 2025, which amounts are as follows:
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| NAV per Share |
Class E | $ | 10.8159 | |
| Class F | $ | 10.6769 | |
| Class FF | $ | 10.5157 | |
| Class AA | $ | 10.5446 | |
| Class A | $ | 10.4246 | |
| Class I-S | $ | 10.3824 | |
NAV Calculation
We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our total NAV presented in the following tables includes the NAV of our Class E, Class F, Class FF, Class AA, Class A and Class I-S common shares, which were reduced by the noncontrolling interests in our consolidated subsidiaries.
The following table provides a breakdown of the major components of our NAV as of June 30, 2025 (amounts in thousands, except share/unit data):
| | | | | | | | |
Components of NAV | | |
Investments in real estate, net (including goodwill) | | $ | 596,371 | |
| Investment in an unconsolidated joint venture | | 2,114 | |
| Investment in real estate debt | | 60,732 | |
Cash and cash equivalents | | 23,803 | |
Restricted cash | | 13,883 | |
Receivables | | 923 | |
Other assets | | 3,173 | |
Mortgages, credit facility and financing obligations, net | | (268,927) | |
Accounts payable and other liabilities | | (16,778) | |
| Management fee payable | | (315) | |
| Accrued performance participation allocation | | (623) | |
| Due to related parties, net | | (38) | |
| Noncontrolling interest in the consolidated subsidiaries | | (27,932) | |
Net Asset Value | | $ | 386,386 | |
Number of outstanding shares/units | | 36,329,350 | |
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of June 30, 2025 (amounts in thousands, except share/unit and per share/unit data):
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NAV per share | | Class E Shares | | Class F Shares | | Class FF Shares | | Class AA Shares | | Class A Shares | | Class I-S Shares | | Operating Partnership Units(1) | | Total |
NAV | | $ | 42,411 | | | $ | 209,348 | | | $ | 65,638 | | | $ | 48,987 | | | $ | 17,771 | | | $ | 511 | | | $ | 1,720 | | | $ | 386,386 | |
Number of outstanding shares/units | | 3,921,217 | | | 19,607,441 | | | 6,241,937 | | | 4,645,736 | | | 1,704,696 | | | 49,253 | | | 159,070 | | | 36,329,350 | |
NAV Per Share/Unit | | $ | 10.8159 | | | $ | 10.6769 | | | $ | 10.5157 | | | $ | 10.5446 | | | $ | 10.4246 | | | $ | 10.3824 | | | $ | 10.8159 | | | $ | 10.6357 | |
_____________________________________(1) Includes the partnership interests of Sculptor Diversified REIT Operating Partnership LP held by Sculptor Diversified REIT Special Limited Partner LP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Sculptor Diversified Real Estate Income Trust, Inc. |
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| By: | /s/ Ellen Conti |
| Name: | Ellen Conti |
| Title: | Chief Financial Officer |
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| Date: | July 15, 2025 |