​

StratCap Digital Infrastructure REIT, Inc. (the “Company”) is a Maryland corporation formed on April 7, 2021 (inception), and has qualified since December 31, 2021, and expects to qualify in the current year as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended. On October 10, 2024, the Company changed its name from Strategic Wireless Infrastructure Fund II, Inc. to StratCap Digital Infrastructure REIT, Inc. The Company is the sole general partner and majority limited partner of SWIF II Operating Partnership, LP (the “Operating Partnership”), a Delaware limited partnership formed on May 28, 2021. As of December 31, 2025 and 2024, the Company owned 88.9% and 85.0% equity interests in the Operating Partnership. Substantially, all of the Company’s business is conducted through the Operating Partnership.

​

The Company and the Operating Partnership are externally managed by StratCap Digital Infrastructure Advisors II, LLC (f/k/a Strategic Wireless Infrastructure Fund Advisors, LLC or SWIFA), a Delaware limited liability company (the “Advisor”). The Advisor, which also serves as a Special Limited Partner, owns a special limited partner interest in the Operating Partnership. As an externally managed entity with no employees, the Advisor is responsible for the day-to-day management of the Company, subject to the oversight of the Company’s board of directors (the “Board”). The Advisor is an affiliate of StratCap Investment Management, LLC (f/k/a Strategic Capital Fund Management, LLC), a Delaware limited liability company (the “Sponsor”). The Sponsor is indirectly owned by HMC USA Holdings LLC (“HMC”), a subsidiary of HMC Capital Limited ABN 94 138 990 593 (“HMC Capital Limited”). StratCap Securities, LLC (f/k/a SC Distributors, LLC or SCD) is the Company’s dealer manager that is a Delaware limited liability company affiliated with the Sponsor and broker-dealer registered with the Financial Industry Regulatory Authority, Inc. (“FINRA”).

​

On February 14, 2025, the Securities and Exchange Commission (the “SEC”) declared effective the Company’s registration of common stock for its initial public offering. The Company registered a public offering of up to $575 million in shares of common stock, consisting of up to $500 million in shares in its primary offering and up to $75 million in shares under its distribution reinvestment plan (“DRP”, collectively referred to as the “Public Offering”). The Company is offering any combination of four classes of shares of its common stock: Class T shares, Class S shares, Class D shares and Class I shares with a dollar value up to the maximum offering amount. The offering price per share for each class of the Company’s common stock sold in the Public Offering varies and generally equals the Company’s prior month’s net asset value (“NAV”) per share for such class, as determined monthly, plus any applicable upfront selling commissions and dealer manager fees, and subject to ongoing stockholder servicing fees. As of December 31, 2025, the Company issued approximately 57,990 Class T shares and 2,979,260 Class I shares under its Public Offering, including the purchase of 2,869,410 Class I shares by the Sponsor, resulting in receipt of net proceeds of approximately $30,851,138.

Prior to the effectiveness of the Public Offering, the Company discontinued its private offering of common shares consisting of Class A, Class AX, Class D, Class DX, Class I and Class IX shares of common stock and discontinued its private offering of operating partnership units (“OP Units”) of the Operating Partnership, consisting of Class P interests in the Operating Partnership, or Class P OP Units, and Class PX interests in the Operating Partnership, or Class PX OP Units. The Class P OP Units and Class PX OP Units remain exchangeable on a one-for-one basis, in certain circumstances, into Class I shares and Class IX shares of the Company at the election of the unit holders.

​

On December 22, 2025, the Company, through the Operating Partnership and its subsidiaries, sold and transferred 100% of the fee simple interest (“Tower Sale”) in 48 towers with associated ground leases or easements, 68 tenant leases and other related assets (“Tower Assets”) to a third party. The sale of the Tower Assets represented a sale of substantially all of the Company’s wholly-owned Tower Assets, and, as such, the Tower Assets are reflected as discontinued operations. Refer to Note 6, “Discontinued Operations,” for related disclosures.

​

As of December 31, 2025, the Company owns fee simple interests in two data centers as well as a 51% equity interest, through StratCap Wireless Datacom Ventures, LLC (the “Datacom Joint Venture” or “Datacom JV”), an unconsolidated joint venture, in 150 towers with associated ground leases or easements, two rooftop easements, 228 tenant leases and other related assets.

​

Liquidity

​

As of December 31, 2025, our current total liquidity was primarily comprised of $42,044,304 of cash and cash equivalents. The Company has no further borrowing capacity under its Sunflower Bank Credit Facility. In addition, the Company has not identified any additional sources of financing and there is no assurance that such sources of financings will be available on favorable terms or at all.

​

The Company’s primary sources of capital are derived from the sale of our common shares. The primary uses of capital will be to fund acquisitions of a variety of data centers, telecommunications and data infrastructure assets; the payment of operating expenses, including interest expense on any outstanding indebtedness; and the payment of authorized distributions and redemptions.

​