UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of James A. Condon as Chairman of the Board of Directors, Director and President
On July 31, 2026, James A. Condon, Chairman of the Board of Directors (the “Board”) of StratCap Digital Infrastructure REIT, Inc. (the “Company”), a member of the Board and President of the Company, resigned as the Chairman of the Board, a member of the Board and President of the Company, effective immediately. Mr. Condon’s resignation is not due to any disagreement with the Company or the Board on any matter relating to their operations, policies or practices.
Appointment of Adam Baxter as Chairman of the Board and President
On August 3, 2026, the Board appointed Adam Baxter, who currently serves as Secretary and a member of the Board, to serve as Chairman of the Board and President of the Company, effective immediately.
Mr. Baxter, age 50, has served as a member of the Board since September 2024 and as Secretary of the Company and as Secretary of StratCap Digital Infrastructure Advisors II, LLC (the “Advisor”) and StratCap Investment Management, LLC (the “Sponsor”) since July 2025. He has been a Managing Director with HMC Capital, the parent company of the Sponsor, since September 2024, where he oversees growth initiatives and corporate development for HMC Capital in North America. Mr. Baxter has over 22 years of experience across roles within the law, investment banking and asset management. Prior to his role at HMC Capital, Mr. Baxter was a Managing Director of Argo Infrastructure Partners from March 2023 to September 2024 and a Managing Director at Macquarie Group in New York from May 2005 to February 2023.
There are no family relationships between Mr. Baxter and any director or executive officer of the Company that would be required to be disclosed pursuant to Item 401(d) of Regulation S-K, and there are no arrangements or understandings between Mr. Baxter and any other person pursuant to which he was selected as an officer or director of the Company. Additionally, there are no related-party transactions between the Company and Mr. Baxter that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
Resignations from and Appointments of Positions with the Advisor and Sponsor of the Company
In connection with the leadership changes described in Item 5.02 of this Current Report on Form 8-K, on July 31, 2026, Mr. Condon also resigned, effective immediately, as President of the Sponsor and Advisor.
Effective as of the same date, Adam Baxter was appointed as President of both the Advisor and the Sponsor.
On July 31, 2026, Bryan B. Marsh III informed the Advisor that he was resigning as Head of Data Center Investments of both the Sponsor and Advisor, effective immediately. Mr. Marsh’s resignation from his position with the Sponsor and Advisor is not due to any disagreement with the Company, the Advisor or the Sponsor on any matter relating to their operations, policies or practices.
Effective as of July 31, 2026, Erik Rostvold was appointed as Head of Data Center Investments of both the Advisor and the Sponsor.
Mr. Rostvold, age 49, has served as Chief Risk Officer of our Advisor and our Sponsor and member of the investment committee of our Sponsor since October 2024. Mr. Rostvold has served as Chief Risk Officer of StratCap Securities, LLC since October 2024. He also served as a Senior Vice President of the Sponsor from June 2018 through October 2024, and Senior Vice President, Product Management of StratCap Securities, LLC from October 2013 through October 2024. Mr. Rostvold has over 24 years of experience in financial services and investment management with 18 years of experience in alternative investments, focusing on commercial real estate, fixed income and digital infrastructure real estate. Mr. Rostvold has been involved in the formation and capital raise for over $20B in alternative investment offerings. Mr. Rostvold currently oversees retail fund development, ongoing fund management, investor services, due diligence and risk oversight for StratCap. Prior to StratCap, Mr. Rostvold was Director of Product Management at Cole Real Estate
Investments and has held other product management and sales positions with KBS Capital Markets Group, MetLife, and Pacific Life. Mr. Rostvold holds a Bachelor of Science in Business Administration from the University of Arizona with a major in Business Management and certificate in International Business.
There are no related-party transactions between the Company and Mr. Rostvold that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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.
| STRATCAP DIGITAL INFRASTRUCTURE REIT, INC. | |
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Date: August 4, 2026 | By: | /s/ Michael Weidner |
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| Name: Michael Weidner |
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| Title: Chief Financial Officer and Treasurer |
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| (Principal Financial Officer and Principal Accounting Officer) |