StratCap Digital Infrastructure REIT, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 333-284566 (1933 Act)

StratCap Digital Infrastructure REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Maryland	86-3123526
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
30 Rockefeller Plaza, Suite 2050
New York, NY	10112
(Address of Principal Executive Offices)	(Zip Code)

(475) 282-0861

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller reporting company	☒
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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 14, 2026, the registrant had the following shares outstanding: 4,287,191 outstanding shares of Class A common stock, 1,345,067 outstanding shares of Class AX common stock, 3,305,288 outstanding shares of Class I common stock, 1,351,915 outstanding shares of Class IX common stock, and 69,793 outstanding shares of Class T common stock.

Table of Contents

STRATCAP DIGITAL INFRASTRUCTURE REIT, INC.

TABLE OF CONTENTS



PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
	Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025	2
	Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2026 and 2025	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 4.	Controls and Procedures	39
PART II.	OTHER INFORMATION	40
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
	SIGNATURES	46

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STRATCAP DIGITAL INFRASTRUCTURE REIT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


		June 30, 2026			December 31, 2025
Assets
Investments in properties, net		$	25,865,957		$	26,269,316
Investment in Datacom JV			32,070,353			34,861,734
Cash and cash equivalents			27,565,541			42,044,304
Tenant and other receivables			784,637			752,865
Prepaid and other assets, net			2,574,308			2,609,890
Due from affiliates			134,467			104,154
Intangible assets, net			5,040,157			5,332,835
Total assets		$	94,035,420		$	111,975,098
Liabilities and Equity
Loan payable		$	18,096,251		$	18,340,795
Accounts payable and accrued liabilities			914,185			1,523,344
Interest expense payable			16,871			28,818
Redemptions payable			—			2,081,338
Distributions payable			—			364,209
Due to affiliates			797,847			2,330,214
Performance participation allocation payable to affiliate			—			948,118
Deferred rental revenue			—			89,927
Intangible lease liabilities, net			503,500			629,374
Total liabilities			20,328,654			26,336,137
Commitments and contingencies (Note 13)
Equity
Common stock – Class A shares, $0.01 par value per share, 6,000,000 and 100,000,000 shares authorized, 4,287,191 and 4,446,233 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		$	42,872		$	44,462
Common stock – Class AX shares, $0.01 par value per share, 3,000,000 and 100,000,000 shares authorized, 1,345,067 and 1,387,403 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively			13,451			13,875
Common stock – Class D shares, $0.01 par value per share, 100,000,000 shares authorized, no shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively			—			—
Common stock – Class DX shares, $0.01 par value per share, 100,000,000 shares authorized, no shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively			—			—
Common stock – Class I shares, $0.01 par value per share, 100,000,000 shares authorized, 3,305,288 and 3,428,604 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively			32,999			34,286
Common stock – Class IX shares, $0.01 par value per share, 100,000,000 shares authorized, 1,351,915 and 1,507,140 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively			13,519			15,071
Common stock – Class S shares, $0.01 par value per share, 94,000,000 shares authorized, no shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively			—			—
Common stock – Class T shares, $0.01 par value per share, 97,000,000 shares authorized, 69,793 and 58,102 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively			698			581
Additional paid-in-capital			108,995,734			113,785,361
Accumulated deficit and cumulative distributions			(40,429,313)			(34,627,996)
Total stockholders’ equity			68,669,960			79,265,640
Non-controlling interests in the Operating Partnership			5,036,806			6,373,321
Total equity			73,706,766			85,638,961
Total liabilities and equity		$	94,035,420		$	111,975,098

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

STRATCAP DIGITAL INFRASTRUCTURE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


		Three Months Ended June 30,					Six Months Ended June 30,
		2026		2025			2026		2025
Revenues:
Rental revenues		$	655,921	$	624,496		$	1,311,255	$	1,249,029
Total revenues			655,921		624,496			1,311,255		1,249,029
Expenses:
Property operating expenses			96,490		55,468			171,574		125,065
General and administrative			866,071		1,153,629			1,424,169		1,391,928
Asset management fees			335,833		365,855			686,342		733,342
Depreciation and amortization			306,253		306,253			612,506		612,506
Performance participation allocation			—		—			—		165,100
Total expenses			1,604,647		1,881,205			2,894,591		3,027,941
Loss on investment in Datacom JV			(1,404,492)		(933,030)			(2,791,381)		(2,372,646)
Interest expense			(314,980)		(388,705)			(630,915)		(644,538)
Interest income			206,711		1,779			519,659		3,550
Gain on sale of easement			110,172		—			110,172		—
Loss from continuing operations			(2,351,315)		(2,576,665)			(4,375,801)		(4,792,546)
Loss from discontinued operations			—		(771,000)			—		(1,510,997)
Net loss			(2,351,315)		(3,347,665)			(4,375,801)		(6,303,543)
Net loss attributable to non-controlling interests in the Operating Partnership			(245,654)		(511,744)			(455,469)		(955,123)
Net loss attributable to Company’s stockholders		$	(2,105,661)	$	(2,835,921)		$	(3,920,332)	$	(5,348,420)

Basic and diluted earnings per share:
Loss from continuing operations attributable to Company’s stockholders		$	(0.20)	$	(0.22)		$	(0.37)	$	(0.40)
Loss from discontinued operations attributable to Company’s stockholders			—		(0.06)			—		(0.13)
Loss per share attributable to Company's stockholders		$	(0.20)	$	(0.28)		$	(0.37)	$	(0.53)
Basic and diluted weighted average shares outstanding			10,362,308		10,141,515			10,516,973		10,141,515

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

STRATCAP DIGITAL INFRASTRUCTURE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

(Unaudited)

For the three months ended June 30, 2026


		Stockholders’ Equity																						Non-controlling Interests in the Operating Partnership
		Class A		Class AX		Class I		Class IX		Class T								Accumulated Deficit			Total
		Common		Common		Common		Common		Common		Par Value			Additional Paid-In			and Cumulative			Stockholders’			Class P		Class PX		Total Common			Total
		Shares		Shares		Shares		Shares		Shares		Amount ($)			Capital ($)			Distributions ($)			Equity ($)			Common Units		Common Units		Units ($)			Equity ($)
Balance at March 31, 2026		4,287,646		1,349,415		3,299,870		1,351,915		69,793		$	103,586		$	109,028,743		$	(37,863,616)		$	71,268,713		1,105,927		179,737		$	5,340,221		$	76,608,934
Offering costs		—		—		—		—		—			—			4			—			4		—		—			—			4
Dividends and distributions declared ($0.04 per share/unit)		—		—		—		—		—			—			—			(460,036)			(460,036)		—		—			(57,761)			(517,797)
Redemptions of common shares and common units		(455)		(4,348)		—		—		—			(47)			(46,763)			—			(46,810)		—		—			—			(46,810)
Stock-based compensation expense		—		—		5,418		—		—			—			13,750			—			13,750		—		—			—			13,750
Net loss		—		—		—		—		—			—			—			(2,105,661)			(2,105,661)		—		—			(245,654)			(2,351,315)
Balance at June 30, 2026		4,287,191		1,345,067		3,305,288		1,351,915		69,793		$	103,539		$	108,995,734		$	(40,429,313)		$	68,669,960		1,105,927		179,737		$	5,036,806		$	73,706,766

For the six months ended June 30, 2026


		Stockholders’ Equity																						Non-controlling Interests in the Operating Partnership
		Class A		Class AX		Class I		Class IX		Class T								Accumulated Deficit			Total
		Common		Common		Common		Common		Common		Par Value			Additional Paid-In			and Cumulative			Stockholders’			Class P		Class PX		Total Common			Total
		Shares		Shares		Shares		Shares		Shares		Amount ($)			Capital ($)			Distributions ($)			Equity ($)			Common Units		Common Units		Units ($)			Equity ($)
Balance at December 31, 2025		4,446,233		1,387,403		3,428,604		1,507,140		58,102		$	108,275		$	113,785,361		$	(34,627,996)		$	79,265,640		1,172,064		177,652		$	6,373,321		$	85,638,961
Common shares issued		—		—		—		—		11,443			114			119,886			—			120,000		—		—			—			120,000
Offering costs		—		—		—		—		—			—			(110,583)			—			(110,583)		—		—			—			(110,583)
Dividends and distributions declared ($0.18 per share/unit)		—		—		—		—		—			—			—			(1,880,985)			(1,880,985)		—		—			(234,631)			(2,115,616)
Distribution reinvestment		—		15,301		24,652		13,285		248			535			535,377			—			535,912		—		2,350			23,697			559,609
Redemptions of common shares and common units		(159,042)		(57,637)		(173,627)		(148,203)		—			(5,384)			(5,389,687)			—			(5,395,071)		(66,137)		(265)			(670,112)			(6,065,183)
Exchange of common shares and common units		—		—		20,241		(20,307)		—			(1)			1			—			—		—		—			—			—
Stock-based compensation expense		—		—		5,418		—		—			—			55,379			—			55,379		—		—			—			55,379
Net loss		—		—		—		—		—			—			—			(3,920,332)			(3,920,332)		—		—			(455,469)			(4,375,801)
Balance at June 30, 2026		4,287,191		1,345,067		3,305,288		1,351,915		69,793		$	103,539		$	108,995,734		$	(40,429,313)		$	68,669,960		1,105,927		179,737		$	5,036,806		$	73,706,766

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

STRATCAP DIGITAL INFRASTRUCTURE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

(Unaudited)

For the three months ended June 30, 2025


		Stockholders’ Equity																					Non-controlling Interests in the Operating Partnership
		Class A		Class AX		Class I		Class IX	Class T								Accumulated Deficit			Total			Class P		Class PX		Total
		Common		Common		Common		Common	Common		Par Value			Additional Paid-In			and Cumulative			Shareholders’			Common		Common		Common			Total
		Shares		Shares		Shares		Shares	Shares		Amount ($)			Capital ($)			Distributions ($)			Equity ($)			Units		Units		Units ($)			Equity ($)
Balance at March 31, 2025		4,901,480		1,440,962		1,745,553		1,900,100	—		$	99,885		$	95,761,929		$	(32,524,981)		$	63,336,833		1,720,540		208,806		$	12,846,936		$	76,183,769
Common shares issued		—		—		518,378		—	9,443			5,278			5,564,463			—			5,569,741		—		—			—			5,569,741
Offering costs		—		—		—		—	—			—			(3,622,412)			—			(3,622,412)		—		—			(14)			(3,622,426)
Dividends and distributions declared ($0.14 per share/unit)		—		—		—		—	—			—			—			(1,368,903)			(1,368,903)		—		—			(256,932)			(1,625,835)
Distribution reinvestment		—		24,918		3,025		31,333	—			585			608,294			—			608,879		—		3,267			33,673			642,552
Redemptions of common shares and common units		(191,486)		(16,829)		(98,498)		(192,950)	—			(5,139)			(5,114,338)			—			(5,119,477)		(54,511)		(28,220)			(852,249)			(5,971,726)
Stock-based compensation expense		—		—		—		—	—			—			64,086			—			64,086		—		—			—			64,086
Net loss		—		—		—		—	—			—			—			(2,835,921)			(2,835,921)		—		—			(511,744)			(3,347,665)
Balance at June 30, 2025		4,709,994		1,449,051		2,168,458		1,738,483	9,443		$	100,609		$	93,262,022		$	(36,729,805)		$	56,632,826		1,666,029		183,853		$	11,259,670		$	67,892,496

For the six months ended June 30, 2025


		Stockholders’ Equity																					Non-controlling Interests in the Operating Partnership
		Class A		Class AX		Class I		Class IX	Class T								Accumulated Deficit			Total			Class P		Class PX		Total
		Common		Common		Common		Common	Common		Par Value			Additional Paid-In			and Cumulative			Shareholders’			Common		Common		Common			Total
		Shares		Shares		Shares		Shares	Shares		Amount ($)			Capital ($)			Distributions ($)			Equity ($)			Units		Units		Units ($)			Equity ($)
Balance at December 31, 2024		4,990,586		1,423,800		1,828,031		1,934,499	—		$	101,772		$	97,708,275		$	(28,660,011)		$	69,150,036		1,595,686		206,373		$	12,248,469		$	81,398,505
Common shares issued		114,471		1,416		527,370		26,526	9,443			6,792			7,118,741			—			7,125,533		—		—			—			7,125,533
Common units issued		—		—		—		—	—			—			—			—			—		129,854		—			1,352,500			1,352,500
Offering costs		—		—		—		—	—			—			(3,622,412)			—			(3,622,412)		—		—			(26,778)			(3,649,190)
Dividends and distributions declared ($0.27 per share/unit)		—		—		—		—	—			—			—			(2,721,374)			(2,721,374)		—		—			(513,883)			(3,235,257)
Distribution reinvestment		—		43,425		3,025		55,812	—			1,017			1,049,492			—			1,050,509		—		5,700			58,761			1,109,270
Redemptions of common shares and common units		(395,063)		(19,590)		(189,968)		(278,354)	—			(8,972)			(9,056,160)			—			(9,065,132)		(59,511)		(28,220)			(904,276)			(9,969,408)
Stock-based compensation expense		—		—		—		—	—			—			64,086			—			64,086		—		—			—			64,086
Net loss		—		—		—		—	—			—			—			(5,348,420)			(5,348,420)		—		—			(955,123)			(6,303,543)
Balance at June 30, 2025		4,709,994		1,449,051		2,168,458		1,738,483	9,443		$	100,609		$	93,262,022		$	(36,729,805)		$	56,632,826		1,666,029		183,853		$	11,259,670		$	67,892,496

Table of Contents

STRATCAP DIGITAL INFRASTRUCTURE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


		Six Months Ended June 30,
		2026			2025
Cash Flows Used in Operating Activities:
Net loss		$	(4,375,801)		$	(6,303,543)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on investments in Datacom JV			2,791,381			2,372,646
Depreciation and amortization			612,506			2,104,680
Gain on sale of easement			(110,172)			—
Asset retirement obligation - accretion expense			—			48,388
Amortization of deferred financing costs			31,914			43,387
Straight-line rental income			(55,406)			(99,653)
Non-cash lease expense			—			89,236
Above market lease amortization			31,422			31,422
Below market lease amortization			(125,874)			(125,875)
Stock-based compensation expense			55,379			64,086
Changes in operating assets and liabilities:
Tenant and other receivables			(96,366)			(21,176)
Due from affiliates			(30,313)			34,962
Prepaid and other assets - net			3,668			(3,300)
Accounts payable and accrued liabilities			(374,650)			301,218
Deferred rental revenue			(89,927)			124,483
Due to affiliates			(1,325,012)			1,009,990
Lease liabilities - net			—			(72,806)
Interest expense payable			(11,947)			(14,993)
Performance participation allocation payable			(948,118)			165,100
Net cash used in operating activities			(4,017,316)			(251,748)
Cash Flows Used in Investing Activities:
Asset acquisitions			—			(2,218,661)
Proceeds from sale of easement			162,281			—
Prepaid acquisition costs			—			(2,361,467)
Net cash provided by (used in) investing activities			162,281			(4,580,128)
Cash Flows from Financing Activities:
Repayment of revolving facility			(244,544)			—
Proceeds from revolving facility			—			5,505,795
Proceeds from issuance of common shares			120,000			7,071,143
Redemptions paid to common shareholders			(7,243,701)			(8,131,627)
Offering costs for issuance of common shares			(432,447)			(252,350)
Dividends and distributions paid to common shares			(1,654,650)			(1,816,485)
Proceeds from issuance of non-controlling interests in the Operating Partnership			—			1,352,500
Redemptions paid to non-controlling interests in the Operating Partnership			(902,820)			(582,799)
Offering costs for issuance of non-controlling interest in the Operating Partnership			—			(26,760)
Dividends and distributions paid to non-controlling interest in the Operating Partnership			(265,566)			(462,070)
Net cash (used in) provided by financing activities			(10,623,728)			2,657,347
Net change in cash and cash equivalents			(14,478,763)			(2,174,529)
Cash and cash equivalents, beginning of period			42,044,304			2,512,642
Cash and cash equivalents, end of period		$	27,565,541		$	338,113

Supplemental Disclosure of Cash Flow Information:
Cash paid for interest		$	610,948		$	1,159,928
Cash paid for operating leases		$	—		$	162,181

Noncash Investing and Financing Activities:
Ground lease right of use assets obtained in exchange for operating lease liabilities		$	—		$	183,639
Dividends and distributions reinvested		$	559,609		$	1,109,276
Distributions payable to common shareholders		$	—		$	303,626
Offering costs included in due to affiliates		$	199,676		$	—
Offering costs included in accounts payable and accrued liabilities		$	—		$	1,195,624
Receivable from affiliates		$	—		$	54,390
Addition of asset retirement obligations in relation to acquisitions		$	—		$	136,357
Distributions payable to non-controlling interests in the Operating Partnership		$	—		$	75,640
Redemptions payable		$	—		$	2,019,553
Prepaid acquisition costs applied to current period acquisitions		$	—		$	1,043,435
Prepaid offering costs reclassified to additional paid-in capital		$	—		$	2,191,615

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

STRATCAP DIGITAL INFRASTRUCTURE REIT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.ORGANIZATION AND BUSINESS OPERATIONS

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 continue to qualify, as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). 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 June 30, 2026 and December 31, 2025, the Company owned 89.0% and 88.9% equity interests in the Operating Partnership, respectively. 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, a Delaware limited liability company (the “Advisor” or “SWIFA”). The Advisor 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 (the “Sponsor”), a Delaware limited liability company. 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 (“SCD”) served as the Company’s dealer manager in its private and public offerings discussed below and is affiliated with the Sponsor and a broker-dealer registered with the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Prior to the effectiveness of the Public Offering (defined below), 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 (“Class P OP Units”), and Class PX interests in the Operating Partnership (“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 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 (the “Primary Offering”) and up to $75 million in shares under its distribution reinvestment plan (“DRP”, together with the Primary Offering, the “Public Offering”). The Company offered any combination of four classes of shares of its common stock: Class T shares, Class S shares, Class D shares and Class I shares for an offering price per share generally equal to the prior month’s net asset value of the Company per share for such class, plus any applicable upfront selling commissions and dealer manager fees, with certain classes being subject to ongoing stockholder servicing fees.

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 Tower Sale 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 more information.

On April 30, 2026, the Company ceased offering and selling shares of its common stock pursuant to the Public Offering and filed a Post-Effective Amendment to its Registration Statement to deregister the shares of common stock that remained unsold under the Registration Statement. As of April 30, 2026, the Company issued 69,793 shares of Class T common stock and 3,052,289 shares of Class I common stock under the Public Offering, including 2,939,649 Class I shares to the Sponsor, for an aggregate gross offering proceeds of approximately $31,711,817.

As of June 30, 2026, 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 JV”), an unconsolidated joint venture, in 150 towers with associated ground leases or easements, two rooftop easements, 233 tenant leases and other related assets.

Recent Developments

As of June 30, 2026, our current total liquidity was primarily comprised of $27,565,541 of cash and cash equivalents. The Company has no further borrowing capacity under the Sunflower Secured Credit Facility (as defined herein).

Table of Contents

investor channel marked by increased repurchase requests, the Advisor, with the assistance from a financial advisor, has been internally reviewing the Company’s outlook with a view towards determining the best path forward for the Company and its stockholders. As previously disclosed, based on this review and upon the Advisor’s recommendation, the Board adopted several immediate actions to preserve liquidity and continues to evaluate strategic alternatives for the Company, including the suspension of the Company's distribution program and share repurchase program (other than repurchases sought pursuant to the death or qualifying disability of a stockholder), which suspensions remain in effect as of the date of this filing.

To further support the Company’s position and enhance the potential amounts available for distribution to stockholders, the Advisor agreed to defer all fees that accrue and would otherwise be payable by the Company to the Advisor and/or its affiliates beginning on April 30, 2026, until such time as determined by the Advisor, in its sole discretion. All or part of such fees will be payable in the sole discretion of our Advisor upon prior notice to the Company.

As the Company continues its review of strategic alternatives, which may include, among other things, a sale of the Company or its assets, a merger or other business combination transaction, recapitalization, an orderly liquidation, or the continuation of the Company's current business plan, as well as other potential transactions or strategic actions, the Company expects to operate with constrained liquidity and will limit its activities primarily to maintaining existing operations and meeting ongoing obligations.

Subsequent to June 30, 2026, on July 31, 2026, James A. Condon resigned as Chairman of the Board, a member of the Board and President of the Company, effective immediately. Mr. Condon also resigned as President of the Sponsor and the Advisor. On August 3, 2026, the Board appointed Adam Baxter, who serves as Secretary and a member of the Board, as Chairman of the Board and President of the Company. Mr. Baxter was also appointed as President of both the Advisor and the Sponsor. Additionally, on July 31, 2026, Bryan B. Marsh III resigned as Head of Data Center Investments of both the Sponsor and the Advisor. None of these resignations were due to any disagreement with the Company, the Board, the Advisor or the Sponsor on any matter relating to their operations, policies or practices.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements have been prepared on an accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and those entities in which the Company has a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation.

The Company consolidates all entities in which it has a controlling financial interest through majority ownership or voting rights and variable interest entities whereby the Company is the primary beneficiary. In determining whether the Company has a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, the Company considers whether the entity is a variable interest entity (“VIE”) and whether it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has (i) the power to direct the most significant activities impacting the economic performance of the VIE and (ii) the obligation to absorb losses or receive benefits significant to the VIE. Entities that do not qualify as VIEs are generally considered voting interest entities (“VOEs”) and are evaluated for consolidation under the voting interest model. VOEs are consolidated when the Company controls the entity through a majority voting interest or other means. Entities which we have significant influence, but do not control, through our voting interest and entities which are variable interest entities, but where we are not the primary beneficiary, are accounted for under the equity method. Under the equity method, investments in unconsolidated entities are initially recorded at cost and subsequently adjusted for equity in net income (loss), contributions and distributions. Equity in net income (loss) from unconsolidated entities is allocated based on the Company’s ownership or economic interest in each joint venture. Refer to Note 7, “Investment in Datacom JV,” for additional information about our investment in an unconsolidated entity.

The Operating Partnership is a VIE and is a consolidated subsidiary of the Company. The portion of the Operating Partnership’s equity attributable to noncontrolling interest is reflected in the non-controlling interest in the Operating Partnership and is presented separately within the equity section of the consolidated balance sheets. All revenues and operating expenses of the Operating Partnership are included in the respective line items in the consolidated statements of operations. The noncontrolling interest’s share of net income (loss) is reported in the consolidated statements of operations as net income (loss) attributable to the Operating Partnership. Income (loss) is allocated to noncontrolling interest in accordance with the weighted average percentage ownership of the Company during the period. At the end of each reporting period the appropriate adjustments to the income (loss) are made based upon the weighted average percentage ownership of the Operating Partnership during the period. The share of net income (loss) attributable to noncontrolling interest is presented in the consolidated statements of operations as net income (loss) attributable to the Operating Partnership. This amount is calculated based on the weighted average ownership percentage of the Operating Partnership not held by

Table of Contents

the Company, divided by the total weighted average ownership percentage of the Company during the period. Appropriate adjustments are made at each reporting period according to these ownership percentages.

As of June 30, 2026, the total assets and liabilities of the Company’s consolidated VIEs were $93.8 million and $19.9 million, respectively, and as of December 31, 2025, the total assets and liabilities of the Company’s consolidated VIEs were $109.1 million and $23.3 million, respectively. Such amounts are included on the Company’s consolidated balance sheets.

Reclassification

Certain prior year balances have been reclassified to conform to our current year presentation and in order to eliminate discontinued operations from income from continuing operations. Refer to Note 6, “Discontinued Operations,” for related disclosures.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Investments in Properties, net

Investments in properties represent the acquisition costs and costs of improvements, if any, of our portfolio. Additions, renewals, and improvements are capitalized, while routine maintenance and repairs are expensed as incurred.

These assets are stated at cost, net of accumulated depreciation. When the Company purchases perpetual easements as part of overall acquisitions, the Company allocates a portion of the purchase price to the land easement. Land and perpetual easements for land are not depreciated. Depreciation expense is recorded on a straight-line basis over the estimated useful lives of the assets as follows:


Cell towers		Shorter of 20 years or the term of the underlying ground lease (including optional renewal periods)
Building		35 to 44 years
Site improvements		12 to 14 years

Asset Acquisitions

The Company’s acquisitions will generally qualify for asset acquisitions treatment under Accounting Standards Codification (“ASC”) 805, “Business Combinations.” The guidance for business combinations states that when substantially all of the fair value of the gross assets to be acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or set of assets is not a business.

For asset acquisitions, the aggregate purchase price is allocated on a relative fair value basis to tangible assets and related intangible assets acquired (including land, buildings, site improvements and lease intangibles). The Company assesses and considers fair value based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. The fair value of tangible and intangible assets acquired is derived from estimated replacement costs or discounted cash flow valuation methods. In determining fair value using the discounted cash flow valuation method, management estimates the applicable discount rate and the timing and amount of future cash flows, including market rates and lease-up period. If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could be subject to a possible impairment of the tangible and intangible assets, or require acceleration of the depreciation or amortization expense of tangible and intangible assets in subsequent periods. Direct transaction costs associated to asset acquisitions are capitalized as a component of the cost of the asset acquired.

Prior to the Tower Sale, the Company recorded the fair value of obligations to perform certain asset retirement activities, including requirements, pursuant to ground leases, easements, and leased facility agreements to remove communications infrastructure or remediate the space upon which certain of the communications infrastructure resides. In determining the fair value of these asset retirement obligations, the Company made several subjective and highly judgmental estimates, such as those related to (1) timing of cash flows, (2) future costs, (3) discount rates, and (4) the probability of enforcement to remove the towers or small cells or remediate the land.

Table of Contents

Lease Intangibles

Lease intangibles primarily consist of the estimated fair values, as of the acquisition date; of in-place leases and tenant relationships (“contract rights”), of future tenant leases anticipated to be added to the acquired towers (“location capacity”), and the fair value of acquired in-place easements and ground leases with a finite life (“easements and right-of-use ground leases”).

The in-place leases and tenant relationships intangible assets are comprised of (1) the remaining contractual term of the existing in-place leases, (2) the expected exercise of the renewal provisions contained within the existing leases, and (3) any associated relationships that are expected to generate value following the expiration of all renewal periods under existing leases. If the contractual rents associated with acquired in-place leases exceed prevailing market rents at the acquisition date, the Company records an intangible asset representing the favorable lease terms. Conversely, if the contractual rents are below prevailing market rents, the Company records a liability representing the unfavorable lease terms. Favorable lease intangible assets are amortized as a reduction to rental income over the remaining non-cancelable term of the lease. Unfavorable lease liabilities are amortized as an increase to rental income over the remaining lease term.

The estimated useful lives of the intangibles are limited by the maximum depreciable life of the communications infrastructure (15 to 20 years), as a result of the interdependency of the communications infrastructure and site rental leases. For all intangible assets, amortization is provided using the straight-line method over the estimated useful lives, as the benefit associated with these intangible assets is anticipated to be derived evenly over the life of the asset.

Asset Retirement Costs and Asset Retirement Obligations, net

Pursuant to the ground leases, easements, and leased facility agreements related to our Tower Assets, the Company recognizes obligations to perform asset retirement activities, including the removal of communications infrastructure or remediation of locations where such communications infrastructure was previously installed. The associated asset retirement costs are initially recorded in “Investments in Properties, net” within the consolidated balance sheets as an additional carrying amount of the related long-lived asset, and depreciated over the useful life of such asset. The liability accretes as a result of the passage of time and the related accretion expense is included in the depreciation and amortization in the consolidated statements of operations. As these obligations relate to the Tower Sale, prior year balances have been reclassified to discontinued operations.

Disposition of Properties and Discontinued Operations

Sales of non-financial assets, such as investments in properties, are recognized when control of the asset transfers to the buyer, which will occur when the buyer has the ability to direct the use of, or obtain substantially all of the remaining benefits from, the asset. This generally occurs when the transaction closes and consideration is exchanged for control of the asset.

In accordance with ASC 205-20, discontinued operation includes only the disposal of a component of an entity and represents a strategic shift that has (or will have) a major effect on an entity’s financial results. The disposition of the Company’s Tower Assets qualified for discontinued operations presentation, and thus, the results of the properties that have been sold as well as the gain from dispositions were included in gain (loss) from discontinued operations.

Impairment of Long-Lived Assets

The Company evaluates its consolidated properties for impairment quarterly or whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable, such as a significant decrease in market price of an asset or a significant adverse change in the extent or manner in which an asset is being used or its physical condition. The recoverability of the assets held and used is assessed by comparing their carrying amount to estimated undiscounted future net cash flows expected to be generated by these assets. If the carrying amount of a property exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the excess of the carrying amount of the property over its fair value.

The Company also evaluates for impairment consolidated properties to be sold, if there is any. The Company assesses whether the following criteria for classification as held for sale under GAAP have been met: (i) management has a committed plan to sell the property; (ii) the property is available for immediate sale in its present condition; (iii) an active program to locate a buyer and complete the sale has been initiated; (iv) the sale of the property is probable within one year (generally evidenced by the property being listed for sale); (v) the property is actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes will be made to the plan or that the plan will be withdrawn. To the extent that these factors have been met, depreciation is discontinued, and the property is classified as held for sale and reported at the lower of the property’s carrying amount or fair value less estimated costs to sell. The Company’s determination of

Table of Contents

fair value is based on a number of assumptions that are subject to economic and market uncertainties, including, among others, the property’s geographic location, lease-up potential and expected timing of lease-up, and estimates regarding tenant cancellations and renewals. During the three and six months ended June 30, 2026 and 2025, the Company determined that no impairment charges were necessary.

Cash and cash equivalents

Cash and cash equivalents represent cash held in banks which are available for immediate withdrawal and short-term investments that have original maturity dates of three months or less. The carrying amount approximates fair value due to the short-term nature of these investments. The Company has bank balances in excess of federally insured amounts; however, the Company deposits its cash and cash equivalents with high credit-quality institutions to minimize credit risk.

Tenant and Other Receivables

Tenant and other receivables includes rent and common area maintenance receivables, as well as the accumulated straight-line rent receivable balances and subscriptions received in advance. Management reviews its tenant related receivables on a monthly basis and takes into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates, and economic conditions in the area in which the property is located. In the event that the collectability of rents receivable with respect to any given tenant is in doubt, the Company will record an increase in its allowance for uncollectible accounts or record a direct write-off of the specific rent receivable. There were no allowances for uncollectible accounts as of June 30, 2026 and December 31, 2025.

Prepaid and Other Assets, net

Prepaid and other assets, net primarily includes deferred transaction and acquisition costs, deferred financing costs and prepaid insurance and ground rents. Deferred transaction and acquisition costs, which were $2,404,631 as of June 30, 2026 and December 31, 2025, include deposits and costs associated with due diligence and other pre-acquisition related activities. Deferred financing costs consist of lender’s fees, legal and other loan costs incurred in connection with the revolving line of credit. Deferred financing costs are amortized over the contractual terms of the respective financings using the straight-line method, which approximates the effective interest rate method. As of June 30, 2026 and December 31, 2025, deferred financing costs were $106,381 and $138,295, respectively, net of accumulated amortization of $212,760 and $180,846, respectively. For each of the three months ended June 30, 2026 and 2025, $15,957 of deferred financing costs was amortized and recognized as interest expense in the accompanying consolidated statement of operations. For the six months ended June 30, 2026 and 2025, $31,914 and $37,651, respectively, of deferred financing costs were amortized and recognized as interest expense in the accompanying consolidated statement of operations.

Lease Accounting

General

The Company evaluates whether a contract meets the definition of a lease whenever a contract grants a party the right to control the use of an identified asset for a period of time in exchange for consideration. To the extent the identified asset is able to be shared among multiple parties, the Company has determined that one party does not have control of the identified asset and the contract is not considered a lease. The Company accounts for contracts that do not meet the definition of a lease under other relevant accounting guidance.

Lessor

Prior to the Tower Sale, the Company’s lessor arrangements mainly involved tenant contracts for dedicated space on its shared communications infrastructure. Subsequent to the Tower Sale, the Company’s lessor arrangements are focused on the two data centers it owns. The Company classifies its leases at lease commencement as operating, direct financing, or sales-type leases. A lease is classified as a sales-type lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying assets, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Furthermore, when none of the above criteria is met, a lease is classified as a direct financing lease if both of the following criteria are met: (1) the present value of the sum of the lease payments and any residual value guaranteed by the lessee, that is not already reflected in the lease payments, equals or exceeds the fair value of the underlying asset and (2) it is probable that the lessor will collect the lease payments, plus any amount necessary to satisfy a

Table of Contents

residual value guarantee. A lease is classified as an operating lease if it does not qualify as a sales-type or direct financing lease. Currently, the Company classifies all of its lessor arrangements as operating leases.

Lessee

Prior to the Tower Sale, the Company’s lessee arrangements primarily consisted of ground leases for land where the towers are situated. Ground leases for land are specific to each site, generally contain an initial term of 5 to 10 years, and are renewable (and cancellable after a notice period) at the Company’s option.

Prior period income statement balances related to the Right-of-Use (“ROU”) assets associated with the Tower Sale have been reclassified to discontinued operations. The corresponding balance sheet accounts were derecognized as part of the sale and are no longer presented.

Revenue Recognition

Rental revenues, which are recognized on a ratable basis over the fixed, noncancelable term of the relevant tenant contract, generally ranging from 5 to 15 years for site rental revenues derived from tenants. Certain tenant contracts contain (1) fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI), (2) multiple renewal periods exercisable at the tenant’s option and (3) only limited termination rights at the applicable tenant’s option through the current term. If the payment terms call for fixed escalators, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, noncancelable term of the tenant contract’s current term. To the extent the Company acquires above- or below- market tenant leases for contractual interests with tenants on the acquired communications infrastructure (for example, with respect to small cells and fiber), the Company records the fair value as deferred credits or debits and amortizes such deferred credits or debits to site rental revenues over their estimated lease term.

Since the Company recognizes revenue on a straight-line basis, a portion of the site rental revenues in a given period represents cash collected or contractually collectible in other periods. Assets related to straight-line site rental revenues are recorded within “Tenant and other receivables” in the consolidated balance sheets. Straight-line rental revenue was $27,703 and $35,831 for the three months ended June 30, 2026 and 2025, respectively. Straight-line rental revenue was $55,406 and $71,662 for the six months ended June 30, 2026 and 2025, respectively. Amounts billed or received prior to being earned are deferred and reflected in “Deferred rental revenue” in the consolidated balance sheets. Amounts to which the Company has an unconditional right to payment, which are related to both satisfied or partially satisfied performance obligations, are recorded within “Tenant and other receivables” in the consolidated balance sheets.

The Company’s cell tower lease terms generally allow for only limited expense reimbursements on a pro-rata basis for property related expenses above base year expense amounts. Under the terms of data center leases, the majority of the Company’s rental expenses, including common area maintenance, real estate taxes and insurance, are recovered from tenants. The Company records amounts reimbursable by tenants as revenue in the period the applicable expenses are incurred, which is generally on a ratable basis throughout the term of the lease. The Company accounts for and presents rental revenue and tenant recoveries as a single component under rental revenues as the timing of recognition is the same, the pattern with which the transfer of the right of use of the property and related services to the lessee are both on a straight-line basis and our leases qualify as operating leases.

The Company may have multiple performance obligations for site development services, which primarily include: structural analysis, zoning, permitting, and construction drawings. For each of the above performance obligations, services revenues are recognized at completion of the applicable performance obligation, which represents the point at which the Company believes it has transferred goods or services to the tenant. The revenue recognized is based on an allocation of the transaction price among the performance obligations in a respective contract based on estimated stand-alone selling price.

Stock-Based Compensation

The Company applies ASC Topic 718, Compensation — Stock Compensation, or ASC Topic 718, to account for its stock compensation pursuant to the 2021 Equity Incentive Plan, using the fair value method, which requires an estimate of fair value of the award at the time of grant and recognition of compensation expense on a straight-line basis over the requisite service period of the awards. Forfeitures of stock-based awards are recognized as an adjustment to compensation expense as they occur. Awards granted under the 2021 Equity Incentive Plan may include restricted stock or units issued to executive officers, in addition to restricted stock issued to directors.

Table of Contents

Pursuant to the 2021 Equity Incentive Plan, in March 2025, the Company granted 19,265 shares of restricted stock to independent directors of the Company that vest over a period of up to one year from the date of grant. In February 2026, the Company granted 5,418 additional shares of restricted stock to the independent directors. For the three months ended June 30, 2026 and 2025, the Company recognized stock compensation expense amounting to $13,750 and $64,086, respectively. For the six months ended June 30, 2026 and 2025, the Company recognized stock compensation expense amounting to $55,379 and $64,086, respectively. Such expense is based on the grant date fair value for time-based awards that are probable of vesting, which fair value calculation used the most recently disclosed net asset value (“NAV”) per share for Class I shares at the time of grant. Stock compensation expense is included in general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive loss.

Earnings per Share

Basic loss from continuing operations and gain (loss) from discontinued operations per share for all periods presented are computed by dividing loss from continuing operations and gain (loss) from discontinued operations applicable to common shareholders by the weighted average number of shares of our common stock outstanding during the periods presented. Diluted loss from continuing operations and diluted gain (loss) from discontinued operations earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any. We consider the effect of other potentially dilutive securities, including the Operating Partnership Units, which may be redeemed for shares of our common stock under certain circumstances, and include them in our computation of diluted EPS under the if-converted method when their inclusion is dilutive.

Fair Value Instruments

Assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1 — Observable inputs, such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company has no assets or liabilities that are measured at fair value on a recurring basis as of June 30, 2026 or December 31, 2025.

The carrying amounts of financial instruments such as loan payable and accounts payable and accrued expenses approximate their fair values due to the short-term maturities and market rates of interest of these instruments.

Concentration Risks

As of June 30, 2026 and December 31, 2025, the Company had cash on deposit in certain financial institutions that exceed the current federally insured levels. The Company limits cash investments to financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk on cash.

The Company owned data centers located in Missouri and California that account for approximately 63.43% and 36.57%, respectively, of the total data center rental revenue for the six months ended June 30, 2026. For the six months ended June 30, 2025, the Company owned data centers located in Missouri and California that accounted for approximately 62.83% and 37.17%, respectively, of the total data center rental revenue.

Data center leases with tenants under common control of TierPoint, Wesco and AT&T Inc. and its subsidiaries accounted for approximately 40.55%, 22.87% and 36.58%, respectively, of the total data center rental revenue for the six months ended June 30, 2026.

Table of Contents

Data center leases with tenants under common control of TierPoint, Wesco and AT&T Inc. and its subsidiaries accounted for approximately 40.15%, 22.68% and 37.17%, respectively, of the total data center rental revenue for the six months ended June 30, 2025.

Income Taxes

As discussed in Note 1 “Organization and Business Operations,” the Company elected to be taxed as a REIT under Sections 856 through 860 of the Code beginning with taxable year ended December 31, 2021. The Company generally must distribute annually at least 90% of its net taxable income, subject to certain adjustments and excluding any net capital gain. Assuming the Company’s distributions equal or exceed the Company’s taxable net income, the Company generally will not be required to pay federal corporate income taxes on such income. The Company must also meet certain other organizational and operational requirements. If such requirements are not met, its income could be taxable at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed income. It is management’s current intention to adhere to these requirements and maintain the Company’s REIT status. Accordingly, no provision for federal income taxes has been included in the accompanying consolidated financial statements.

Certain income, gain, loss, and deductions of the Operating Partnership for US federal income tax purposes will be allocated to each limited partnership unit, regardless of whether any distributions are made by the Operating Partnership.

ASC 740, Income Taxes, provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken, or expected to be taken, in the course of preparing the Company’s tax returns to determine whether the tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current period. No income tax benefit or liability for uncertain tax positions has been recorded in the accompanying consolidated financial statements.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, or ASU 2024-03. Further, in January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, or ASU 2025-01. ASU 2024-03 requires new financial statement disclosure to be provided in the notes to the financial statements in a tabular presentation related to the disaggregation of certain expense captions presented on the face of the income statement within continuing operations that include expense categories such as: (i) purchases of inventory; (ii) employee compensation; (iii) depreciation; and (iv) intangible asset amortization. ASU 2024-03 and ASU 2025-01 are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and may be applied retrospectively or prospectively. The Company is currently evaluating this guidance to determine the disclosures beginning with our December 31, 2027 annual reporting period.

3.	INVESTMENTS IN PROPERTIES, NET

Investments in properties, net consist of the following as of June 30, 2026 and December 31, 2025:


		June 30, 2026			December 31, 2025
Land		$	3,693,339		$	3,745,449
Building			22,871,656			22,871,656
Site improvements			1,615,557			1,615,557
Total costs			28,180,552			28,232,662
Less accumulated depreciation			(2,314,595)			(1,963,346)
Total investments in properties, net		$	25,865,957		$	26,269,316

Depreciation expense was $175,625 for each of the three months ended June 30, 2026 and 2025, and $351,250 for each of the six months ended June 30, 2026 and 2025.

Table of Contents

4.	ASSET ACQUISITIONS

The Company did not acquire any assets during the six months ended June 30, 2026. The following table summarizes the cell tower asset acquisitions for the six months ended June 30, 2025, which became part of the disposed group of assets in the Tower Sale and are included in the discontinued operations. Refer to Note 6, “Discontinued Operations,” for related disclosures.


							Number of		Total						Asset
							Properties		Purchase			Right-of-Use			Retirement
Property		Market		Closing Date			Acquired		Price⁽¹⁾			Asset⁽²⁾			Obligation⁽³⁾
Plada Heights		Tennessee			January 22, 2025		1		$	623,495		$	—		$	26,463
Lemont Lane		Tennessee			February 5, 2025		1			676,379			93,083			26,468
Murfreesboro		Tennessee			May 6, 2025		1			708,595			90,556			29,148
Anchor		Tennessee			May 23, 2025		1			627,811			—			27,808
Rockvale		Tennessee			June 23, 2025		1			628,838			—			26,468
Total							5		$	3,265,118		$	183,639		$	136,355

(1)	Includes capitalized acquisition-related costs.

(2)	Right-of-use assets were obtained in exchange for the assumption of operating lease liabilities of the same values as part of the asset acquisitions.

(3)	Asset retirement obligations were assessed as part of the asset acquisitions.

The related assets, liabilities, and results of operations of the acquired properties were originally included in the consolidated financial statements from the date of acquisition. Following the Tower Sale, these accounts were included in the discontinued operations. The following table summarizes the estimated relative fair value purchase price allocations of the assets acquired and liabilities assumed at the acquisition dates as of June 30, 2025:


		June 30, 2025
Assets:
Cell towers		$	1,996,869
Land			89,536
Contract rights and tenant relationships			412,210
Network location & capacity			705,426
Rooftop easements and ground easements			197,433
Right-of-use assets obtained in exchange for operating lease liabilities			183,639
Total assets acquired			3,585,113
Liabilities:
Asset retirement obligation			136,356
Ground lease liabilities			183,639
Total liabilities assumed			319,995
Total Purchase Price		$	3,265,118

5.	INTANGIBLES

The following table details the gross carrying amount and accumulated amortization of intangible assets and liabilities, not considered discontinued operations, as of June 30, 2026 and December 31, 2025:


		June 30, 2026			December 31, 2025
Intangible assets
Contract rights and tenant relationships		$	6,167,497		$	6,167,497
Above market leases			806,494			806,494
Total intangible assets			6,973,991			6,973,991
Less accumulated amortization			(1,933,834)			(1,641,156)
Total intangible assets, net		$	5,040,157		$	5,332,835

Intangible lease liabilities
Below-market leases		$	1,321,686		$	1,321,686
Less accumulated amortization			(818,186)			(692,312)
Total intangible lease liabilities, net		$	503,500		$	629,374

Table of Contents

Amortization expense, which was included in depreciation and amortization expense, was $130,628 for each of the three months ended June 30, 2026 and 2025, and $261,256 for each of the six months ended June 30, 2026 and 2025. The Company recognized an increase in rental revenue of $47,226 for each of the three months ended June 30, 2026 and 2025, and $94,452 for each of the six months ended June 30, 2026 and 2025, for the amortization of the aggregate below-market leases in excess of above-market leases.

The following table represents the weighted average remaining useful lives of the intangible assets as of June 30, 2026:


Weighted-Average Remaining Life (Years)
Contract rights and tenant relationships		9
Above market leases		10
Below market leases		2

The following sets forth future annual amortization for acquisition-related intangibles for the next five years ended December 31 and thereafter:


Years ending December 31:	Intangible Assets		Intangible Liabilities
Remainder of 2026		292,679		125,875
2027		585,358		251,750
2028		585,358		125,875
2029		585,358		—
2030		585,358		—
Thereafter		2,406,046		—
Total	$	5,040,157	$	503,500

6.DISCONTINUED OPERATIONS

On December 22, 2025, the Company, through the Operating Partnership, closed the Tower Sale, which included the sale of the equity interests of Vogue Towers II, LLC (“Vogue Towers II”), Towers II Holdco (“Towers II”) and SWIF II Investment Co. Towers I, LLC (“Towers I,” and, together with Towers II and Vogue Towers II, the “Disposed Companies”), which were wholly owned subsidiaries of the Operating Partnership, for a purchase price of $55,105,862, exclusive of closing costs. In connection with the closing of the Tower Sale, the Company repaid $16,500,000 of the outstanding principal balance on the Sunflower Secured Credit Facility, which were partially secured by or allocated to the assets that were held by the Disposed Companies prior to the closing of the Tower Sale. In addition, the Company recognized a gain on sale of discontinued operations amounting to $13,994,152. The Tower Sale represented a strategic shift in the Company’s business and, as such, the Disposed Companies were reflected as discontinued operations for all the relevant periods presented.

For the three and six months ended June 30, 2025 and prior to the reclassification of the results of these Disposed Companies to loss from discontinued operations, the Disposed Companies represented approximately 43% and 42%, respectively, of the Company’s revenues, 33% and 38%, respectively, of the Company’s total expenses and (4)% and 2%, respectively, of the Company’s total segment operating net income.

Table of Contents

The following table provides the results of the operations of these Disposed Companies for the three and six months ended June 30, 2025:


	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025
Revenues
Rental revenues	$	466,643	$	903,394
Total income		466,643		903,394
Expenses
Property operating expenses		158,656		270,704
General and administrative		21,866		38,577
Depreciation and amortization		712,833		1,492,173
Accretion expense		24,679		48,388
Total expenses		918,034		1,849,842
Other income (expenses):
Interest expense		(320,355)		(565,295)
Interest income		746		746
Loss from discontinued operations	$	(771,000)	$	(1,510,997)

The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows for the six months ended June 30, 2025. The following table provides the key cash flow and non-cash information related to discontinued operations:


Asset acquisitions	$	(2,218,661)
Prepaid acquisition costs		(2,361,467)
Proceeds from revolving credit facility		5,505,795

Significant non-cash items:
Depreciation and amortization		1,492,173
Addition of asset retirement obligations in relation to acquisitions		136,357
Ground lease right of use assets obtained in exchange for operating lease liabilities		183,639

7.INVESTMENT IN DATACOM JV

StratCap Wireless Datacom Ventures, LLC (the “Datacom JV”) is a Delaware limited liability company formed on December 8, 2022 with its primary purpose is to invest in and manage certain fiber and wireless real estate assets. The Datacom JV was entered into by SWIF II Ventures I, LLC (the “SWIF Managing Member”), a wholly owned subsidiary of the Company, and DataCom, LP. (“DataCom Limited Partner,” collectively, “Datacom Members”). The Company accounts for its 51% ownership interest in the Datacom JV as an equity method investment as the Datacom JV is under the shared control of the two joint venture partners. The Company does not consolidate the Datacom JV as it does not have the power to direct the activities that most significantly impact Datacom JV’s economic performance. The Company considered acquisition, disposition, major operating and capital raising and allocation decisions as activities that primarily impact the economic results of the Datacom JV.

As of June 30, 2026, the Datacom Members do not have any outstanding or unfunded capital commitments. Except for allocated fees and certain fee contributions as summarized below, SWIF Managing Member may request additional capital based on their respective membership interests to fund new investments as well as to fund working capital. For the six months ended June 30, 2026, DataCom Limited Partner contributed capital amounting to $2,049,081 to fund the asset management fees, management fees, acquisition fees, leasing commissions and loan coordination fees as summarized below.

Distributions of available cash are distributed to the Datacom Members based on their respective membership interests until certain internal rate of return (“IRR”) thresholds are met. As the rate of return thresholds are achieved, the allocation of distributions is modified as further described in the Agreement.

Table of Contents

SWIF Managing Member is managed by the Advisor and its affiliates. The Datacom JV pays the below fees to the Advisor and its affiliates (except as noted below), which are allocated between the Datacom Members described below.


Type of Fees:		Basis	Allocation Percentage
Management fee		49% of 1.5% of gross revenues of Datacom JV	100% owed by and allocated to DataCom Limited Partner
Leasing commissions		Market rate based on new leases and modified leases	100% owed by and allocated to DataCom Limited Partner
Construction management fee		49% of the 5% of the project's costs	100% owed and allocated to DataCom Limited Partner
Acquisition fee		49% of 1.5% of the agreed purchase price	Pro rata based on ownership interests.
Asset management fee		49% of 1/12 of 1.0% of Datacom JV's aggregate asset value	65% payable and allocated to Managing Member and 35% payable and allocated to DataCom Limited Partner
Loan coordination fee		49% of 0.5% of the amount of any new financing, assumed loan in connection with the acquisition and refinancing	50% each payable to both members if the financing is outsourced by the DataCom Limited Partner. 100% payable to SWIF Managing Member if sourced by SWIF Managing Member

Datacom JV Investments in Properties

The table below provides the cell tower assets owned by Datacom JV as of June 30, 2026:


Name of property		Location		Year Acquired		% of Ownership		Units		Acquisition Cost
Comm Facilities		Maine		2023		100%		2		$	2,642,160
Wireless Asset Group		Missouri		2023		100%		3			3,904,017
Prairie Mountain		Oregon		2023		100%		1			3,083,583
Telesite		Massachusetts		2023		100%		2			2,243,754
Coral Springs		Florida		2023		100%		1			1,331,568
Badger		Wisconsin		2023		100%		1			1,575,355
Gator		Florida		2023/2026		100%		3			6,428,954
Rockville		New York		2023		100%		3			13,862,506
MW Towers		Missouri		2023		100%		2			1,829,159
Hemphill		Various		2023/2024		100%		71			52,390,735
TowerCom		Various		2024/2025/2026		100%		43			31,991,545
Bug Tussel		Various		2024		100%		18			7,450,449
Honey Bear		Various		2025		100%		1			490,943
Parker Road		Various		2025		100%		1			1,194,387
Total								152		$	130,419,115

Acquisition of Datacom JV Properties

There were no cell tower acquisitions during the six months ended June 30, 2026. Summarized below are Datacom JV’s acquired portfolios of cell towers during the six months ended June 30, 2025:


Property		Acquisition Date		Number of Towers		Property Type		Acquisition Cost
Honey Bear		June 2025		1		Cell Towers		$	490,943
TowerCom		July 2025		9		Cell Towers			10,555,609
Parker Road		August 2025		1		Cell Towers			1,194,387
Total 2025 asset acquisitions				11				$	12,240,939

Datacom JV Debt

On September 10, 2024, the Datacom JV entered into a credit agreement (the “Datacom Revolving Facility”) pursuant to which the Datacom JV may request advances on a revolving facility up to an initial aggregate principal of $30,000,000. On October 29, 2024, the Datacom JV amended the Datacom Revolving Facility to increase the aggregate principal commitment to $45,000,000. The Datacom Revolving Facility bears interest at a spread over Term SOFR ranging between 1.25% and 1.75% based on the loan to value at the date of borrowing and matures on September 10, 2029. The Datacom Revolving Facility is subject to interest only payment through

Table of Contents

September 20, 2027. Beginning October 1, 2027 and every first day of each quarter, the outstanding principal balance begins amortizing based on a 30-year straight line amortization, with the remaining unamortized principal balance being due at maturity.

During the year ended December 31, 2025, Datacom JV borrowed $11,802,627 on the Datacom Revolving Facility to finance the acquisition costs associated with the Parker Road property, acquire the remaining assets of TowerCom portfolio, and fund the earnout related to the TowerCom portfolio. There were no borrowings during the six months ended June 30, 2026. As of June 30, 2026 and December 31, 2025, the carrying value of the Datacom Revolving Facility was $44,386,937 and $44,317,320, respectively, net of deferred financing costs. The unused capacity on Datacom Revolving Facility was $160,547 as of June 30, 2026.

Datacom JV Lease Arrangements

As a Lessor

The Datacom JV is the lessor to tenants under the operating leases. As of June 30, 2026, the weighted-average remaining current term of the tenant contracts was approximately 6.1 years. The future minimum rent to be received over the next five years and thereafter for noncancellable operating leases are as follows:


Year ending December 31:
Remainder of 2026		$	2,943,019
2027			5,446,350
2028			4,778,275
2029			4,097,080
2030			2,790,680
Thereafter			6,141,264
Total		$	26,196,668

For the six months ended June 30, 2026, the Datacom JV owned cell towers located in Texas, Wisconsin, New York, Missouri and Florida that account for approximately 13.4%, 12.8%, 10.7%, 10.2% and 8.1%, respectively, of Datacom JV total cell tower rental revenue. For the six months ended June 30, 2025, the Datacom JV owned cell towers located in Texas, Wisconsin, New York, Missouri and Florida that account for approximately 11.0%, 13.2%, 12.4%, 11.6% and 8.6%, respectively, of total cell tower rental revenue.

For the six months ended June 30, 2026, cell tower leases with tenants under common control of Verizon Communications Inc., AT&T Inc., T-Mobile USA, Inc. and US Cellular accounted for approximately 31.9%, 17.7%, 16.9% and 7.7%, respectively, of total Datacom JV cell tower revenue. For the six months ended June 30, 2025, cell tower leases with tenants under common control of Verizon Communications Inc., AT&T Inc., T-Mobile USA, Inc. and US Cellular accounted for approximately 31.2%, 18.8%, 11.8%. and 8.8%, respectively, of Datacom JV total cell tower revenue.

As a Lessee

The Datacom JV is a lessee for certain properties, including ground leases. The weighted-average remaining lease term was 4.3 years as of June 30, 2026. The Datacom JV’s weighted-average discount rate for operating leases was 7.8% as of June 30, 2026.

The following table is a summary of the Datacom JV’s maturities of operating lease liabilities for each of the next five years ending December 31 and thereafter:


Year ending December 31:
Remainder of 2026		$	603,916
2027			1,205,370
2028			1,201,404
2029			1,200,423
2030			1,202,391
Thereafter			5,913,515
Total undiscounted lease payments			11,327,019
Less imputed interest			(3,497,305)
Total lease liabilities - net		$	7,829,714

Table of Contents

Datacom JV Summarized Balance Sheet and Statements of Operations

The following table summarizes the balance sheets of the Datacom JV as of June 30, 2026 and December 31, 2025:


		June 30, 2026			December 31, 2025
Assets
Investments in properties, net		$	52,364,602		$	53,561,971
Cash and cash equivalents			1,264,228			235,090
Restricted cash			1,382,406			2,576,463
Intangible assets, net			59,109,480			62,440,888
Ground lease ROU assets, net			7,632,830			7,792,632
Other assets, net			1,905,734			2,112,005
Total assets		$	123,659,280		$	128,719,049
Liabilities and members’ equity
Loan payable, net		$	44,386,937		$	44,317,320
Accounts payable and accrued liabilities			874,822			948,144
Due to affiliates			106,201			132,059
Acquisition, asset and property management fees payable			204,396			1,559,853
Lease liabilities, net			7,829,714			7,959,436
Other liabilities, net			7,498,949			7,103,895
Total liabilities			60,901,019			62,020,707
Members’ equity			62,758,261			66,698,342
Total liabilities and members’ equity		$	123,659,280		$	128,719,049
The Company’s share of equity in Datacom JV		$	32,070,353		$	34,861,734

The following table summarizes the statements of operations of the Datacom JV for the three and six months ended June 30, 2026 and 2025:


		Three Months Ended June 30,				Six Months Ended June 30,
		2026		2025		2026		2025
Rental revenues		$	1,499,545	$	1,396,519	$	3,022,714	$	2,732,369
Operating expenses			770,463		299,744		1,535,151		1,279,220
Asset and property management fees			185,751		174,706		369,831		349,034
Depreciation and amortization			2,808,694		2,505,441		5,661,439		4,985,244
Interest expense, net of interest income			722,853		576,758		1,438,315		1,159,208
Total expenses			4,487,761		3,556,649		9,004,736		7,772,706
Net loss of Datacom JV		$	(2,988,216)	$	(2,160,130)	$	(5,982,022)	$	(5,040,337)
The Company’s allocated loss from Datacom JV		$	(1,404,492)	$	(933,030)	$	(2,791,381)	$	(2,372,646)

8.	LOAN PAYABLE

On March 15, 2023, the Company entered into a credit agreement (the “Revolving Facility” or the “Sunflower Secured Credit Facility”) pursuant to which the Company may request advances on a revolving facility up to an initial aggregate principal of $35,000,000. The maturity date of the Revolving Facility is March 15, 2028. The Revolving Facility’s base rate loans shall bear interest at the lesser of (i) 1.75% plus the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) the Secured Overnight Financing Rate (“SOFR”) for a one-month term in effect on such date plus 0.25% (“Term SOFR”) and (ii) the “Maximum Rate” as defined in the agreement as the maximum interest rate allowed under New York Law. The Revolving Facility’s SOFR rate loans shall bear interest in the lesser of (i) 2.75% plus Term SOFR for the relevant Interest Period and (ii) the Maximum Rate.

During the six months ended June 30, 2025, the Company drew down $5,505,795 to fund future development costs. Following the Tower Sale in December 2025, the Company repaid $16,500,000 of the outstanding loan balance. On March 15, 2026, in accordance with the Sunflower Secured Credit Facility agreement, the outstanding balance on the Sunflower Secured Credit Facility principal balance became fixed at the then outstanding amount of $18,340,795 with no remaining available borrowing capacity. On this same date, the outstanding balance also converted to an amortizing loan with principal and interest payments required to be paid monthly over an amortization period of 25 years with the remaining unamortized balance of principal and interest due and payable in full on March

Table of Contents

15, 2028. The outstanding loan payable balance was $18,096,251 and 18,340,795 as of June 30, 2026 and December 31, 2025, respectively.

The Revolving Facility requires the Company to maintain certain financial covenants such as (1) the weighted average remaining lease term of data center properties shall not be permitted to be less than 60 months; (2) the fixed charge coverage ratio (pre-distribution) shall not be permitted to be less than 1.25 to 1.00; (3) the fixed charge coverage ratio (post-distribution) shall not be permitted to be less than 1.10 to 1.00; and (4) the loan to value ratio shall not be permitted to be greater than 70%. The Company was in compliance with these financial covenants as of June 30, 2026 and December 31, 2025.

As of June 30, 2026 and December 31, 2025, the carrying value of the Company’s loan payable approximates its fair value. The fair value of the Company’s indebtedness is estimated by modeling the cash flows required by the Revolving Facility and discounting them back to present value using the appropriate discount rate. Additionally, the Company considers current market rates and conditions by evaluating similar current borrowing agreements with comparable terms. The inputs used in estimating the fair value of the Company’s indebtedness are considered Level 3. See Note 1, “Organization and Business Operation — Fair Value Instruments,” for more information on the three-tier fair value hierarchy.

Contractual Maturities

The scheduled principal maturities of the Company’s loan payable as of June 30, 2026 are as follows:


Year ending December 31:
Remainder of 2026		$	366,816
2027			733,632
2028			16,995,803
Total		$	18,096,251

9.	EQUITY (DEFICIT)

Authorized Capital Stock

The Company is authorized to issue multiple classes of shares of common stock, which include Class A, Class AX, Class D, Class DX, Class I, Class IX, Class S, and Class T shares. As of June 30, 2026 and December 31, 2025, the Company’s authorized capital stock is summarized below. The Company terminated its Public Offering on April 30, 2026 and subsequently suspended the DRP.


				Number of Shares		Number of Shares
Classification		Par Value		Available		Outstanding
Class A Common Stock		0.01		6,000,000		4,287,191
Class AX Common Stock		0.01		3,000,000		1,345,067
Class D Common Stock		0.01		100,000,000		—
Class DX Common Stock		0.01		100,000,000		—
Class I Common Stock		0.01		100,000,000		3,305,288
Class IX Common Stock		0.01		100,000,000		1,351,915
Class S Common Stock		0.01		94,000,000		—
Class T Common Stock		0.01		97,000,000		69,793
Total				600,000,000		10,359,254

Limited Partnership Units of the Operating Partnership

The partnership interests in the Operating Partnership, excluding the special limited partner interest and general partner interest, are currently divided into ten classes: (1) Class A OP Units, (2) Class AX OP Units, (3) Class D OP Units, (4) Class DX OP Units, (5) Class I OP Units, (6) Class IX OP Units, (7) Class P OP Units, (8) Class PX OP Units, (9) Class S OP Units and (10) Class T OP Units. Except for Class P OP Units and Class PX OP Units, each class of the Operating Partnership’s units is intended to correspond on a one-for-one basis with the same class of the Company’s common stock. When the Company received proceeds from the sale of shares of its common stock, the Company contributed such proceeds to the Operating Partnership in exchange for OP Units of the same class. As a result, the Company generally holds OP Units proportionate to its outstanding common stock, with OP Units intended to be economically equivalent to the Company’s shares of common stock.

Table of Contents

On January 18, 2022, the Company commenced a private offering of Class P OP Units and Class PX OP Units (“OP Unit Offering”) in the Operating Partnership, to accredited investors only. Prior to the conclusion of this OP Unit Offering, which terminated concurrently with the start of the Public Offering, the Company raised aggregate proceeds of approximately $22,623,000 from the sale of approximately 2,034,853 Class P OP Units and 216,561 Class PX OP Units in the OP Unit Offering. The holders of Class P OP Units and Class PX OP Units may request to exchange their units on a one-for-one basis for Class I shares and Class IX shares, respectively, subject to the Company’s discretion.

As the sole general partner of the Operating Partnership, the Company has the exclusive power to manage and conduct the business of the Operating Partnership. Limited partners of any class do not have the right to participate in the management of the Operating Partnership. Holders of the Operating Partnership units are not required to make additional capital contributions to the Operating Partnership. Additionally, such unitholders do not have the right to make additional capital contributions or purchase additional units of limited partnership interest in the Operating Partnership without the Company’s consent. The voting rights of the limited partners of any class are generally limited to approval of specific types of amendments to the Operating Partnership agreement.

As of June 30, 2026 and December 31, 2025, holders of Class P OP Units and Class PX OP Units owned an aggregate of 1,285,664 units and 1,349,716 units, representing 11.04% and 11.09%, of the Operating Partnership, respectively. The equity interests held by these unitholders are reflected as a component of noncontrolling interest in the Operating Partnership on the consolidated balance sheets.

Cash Dividends and Distributions

The Board may authorize dividends or distributions to stockholders at its discretion, payable in cash, assets, or Company securities, including shares of one class to holders of another. To comply with the REIT provisions under the Code, the Company generally intends to distribute substantially all of its taxable income to its stockholders each year, which does not necessarily equal net income as calculated in accordance with GAAP.

For the three and six months ended June 30, 2026 and 2025, respectively, the following cash dividends and distributions were declared and paid or payable to stockholders and unitholders as follows:


		Three Months Ended June 30,						Six Months Ended June 30,
Classification		2026			2025			2026			2025
Class A Common Stock		$	190,414		$	650,214		$	775,984		$	1,319,045
Class AX Common Stock			59,931			3,079			90,130			4,173
Class I Common Stock			147,078			231,597			349,955			471,468
Class IX Common Stock			60,003			16,317			121,114			17,386
Class T Common Stock			2,610			703			7,890			703
Class P OP Units			49,783			229,429			202,914			458,689
Class PX OP Units			7,978			2,429			8,020			5,008
Total		$	517,797		$	1,133,768		$	1,556,007		$	2,276,472

On April 30, 2026, the Company announced that, following payment of the April 2026 distributions to stockholders, the Company does not currently expect to pay regular cash distributions to its stockholders unless and until such time as the Board declares a distribution.

Dividends and Distribution Reinvestment Plan

Under the Company’s charter and limited partnership agreement of the Operating Partnership, distributions to holders of Class AX shares, Class DX shares, Class IX shares, and Class PX OP Units are deemed distributed and then invested in additional shares of the same class at the applicable purchase price per share, net of any selling commissions and/or dealer manager fees associated with the applicable class (the “reinvestment plan”). Between the effective date and termination of the Public Offering, the Company adopted a DRP plan whereby Class D shares, Class I shares, Class S Shares and Class T shares would have their cash distributions automatically reinvested in additional shares of common stock unless shareholders elected to receive distributions in cash.

Table of Contents

For the three and six months ended June 30, 2026 and 2025, respectively, the following DRP dividends and distributions were declared and paid or payable to stockholders and unitholders as follows:


		Three Months Ended June 30,						Six Months Ended June 30,
Classification		2026			2025			2026			2025
Class A Common Stock		$	—		$	—		$	—		$	—
Class AX Common Stock			—			194,233			152,974			381,108
Class I Common Stock			—			30,958			247,503			30,958
Class IX Common Stock			—			236,294			132,952			491,025
Class T Common Stock			—			—			—			—
Class P OP Units			—			—			2,483			—
Class PX OP Units			—			25,074			23,697			50,186
Total		$	—			486,559		$	559,609		$	953,277

Share Repurchase Program

On September 1, 2023, the Board approved the Share Repurchase Program, allowing the Company to repurchase Class A shares, Class AX shares, Class I shares, and Class IX shares at the applicable price per share under the terms of the Share Repurchase Program. On October 24, 2024, the Company adopted the amended and restated Share Repurchase Program, whereby, subject to certain limitations, stockholders may request on a monthly basis that the Company repurchases all or any portion of the shares they own. The aggregate NAV of total repurchases of Class A shares, Class AX shares, Class D shares, Class DX shares, Class I shares, Class IX shares, Class S shares and Class T shares will be limited to no more than 1.67% of the aggregate NAV per month (with the first month of each calendar quarter limitation being 1.66% instead of 1.67%), which will be measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month, and no more than 5% of the aggregate NAV per calendar quarter, which will be measured using the average aggregate NAV attributable to stockholders as of the end of the immediately preceding three months.

On September 1, 2023, the Board also approved the OP Unit Repurchase Program allowing the Company to repurchase Class P OP and Class PX OP Units at the applicable price per share in accordance with the terms of the OP Unit Share Repurchase Program. The OP Unit Repurchase Program generally follows the same terms as the Share Repurchase Program (the “OP Unit Share Repurchase Program” together with the Share Repurchase Program, the “Repurchase Programs”).

In connection with its efforts to preserve capital and enhance liquidity while the Company explores strategic alternatives, on April 28, 2026, the Board approved a suspension of the Repurchase Programs, other than for repurchases in connection with qualifying disability and death. The Repurchase Programs shall remain suspended unless and until such time as the Board approves their reinstatement. The Board will continue to evaluate the Company’s Repurchase Program on a quarterly basis to determine if and when it is in the Company’s and its stockholders’ and its unitholders’ best interests to reinstate the Repurchase Program. As of June 30, 2026, there were outstanding and unfulfilled repurchase requests aggregating to $18,343,321 worth of shares of common stock and $2,556,707 OP units based on the June 2026 NAV, which are not recognized in Redemptions payable in the consolidated balance sheet due to the suspension of the Repurchase Programs.

For the three months ended June 30, 2026 and 2025, the Company repurchased 4,803 and 499,763 shares for $46,810 and $5,119,477, respectively. For the six months ended June 30, 2026 and 2025, the Company repurchased 538,509 and 882,975 shares for $5,395,071 and $9,065,132, respectively. Additionally, for the three months ended June 30, 2026 and 2025, the Company repurchased an aggregate of 0 and 82,731 OP units held by third parties for $0 and $852,249, respectively. For the six months ended June 30, 2026 and 2025, the Company repurchased an aggregate of 66,402 and 87,731 OP units held by third parties for $670,112 and $904,276, respectively.

Share Cancellation by StratCap Investment Management, LLC

On September 26, 2025, the Board approved a program pursuant to which the Sponsor may, over the course of twelve months, periodically cancel certain shares of common stock of the Company held by the Sponsor for no consideration (the “Cancellation Program”). For the period from September 26, 2025 through December 31, 2025, the Board accepted the (i) cancellation of 1,150,000 Class I shares held by the Sponsor for no consideration and (ii) a corresponding number of Class I OP Units in the Operating Partnership in connection with the Cancellation Program. For the three and six months ended June 30, 2026, the Board did not accept any cancellations in connection with the Cancellation Program.

Table of Contents

Public Offering Share Purchase Prices

During the Public Offering, which terminated on April 30, 2026, the Board approved an estimated NAV per share for each class of common stock with outstanding shares each month from December 2024 consistent with the Advisor’s determination. In the Public Offering, each class of common stock was sold at the “transaction price”, which generally equaled the NAV per share of each class of common stock, plus applicable upfront selling commissions and dealer manager fees.

Selling Commissions and Dealer Manager Fees

During the Public Offering, which terminated on April 30, 2026, the dealer manager was entitled to receive selling commissions of 1.5% on Class D shares, 3.0% on Class T shares, and 3.5% on Class S shares based on the transaction price of each applicable class of shares sold in the Public Offering. Class I shares did not incur selling commissions. The dealer manager was also entitled to receive dealer manager fees of 0.5% on Class T shares based on the transaction price of each applicable class of shares sold in the Public Offering. Class D shares, Class I shares, and Class S shares did not incur dealer manager fees. The dealer manager is also entitled to receive a stockholder servicing fee of 0.25%, 0.85%, 0.85% per annum of the aggregate NAV of the Company’s outstanding Class D shares, Class S shares, and Class T shares, respectively. The stockholder servicing fee with respect to Class T shares consists of an investment professional stockholder servicing fee of 0.65% per annum, and a dealer stockholder servicing fee of 0.20% per annum; however, with respect to Class T shares sold through certain participating broker-dealers, the investment professional stockholder servicing fee and the dealer stockholder servicing fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares. There was no stockholder servicing fee with respect to Class I shares. The Company accrued the full cost of the stockholder servicing fee as an offering cost at the time a Class T share was issued during the Public Offering. The Company did not issue any Class S or Class D shares of common stock.

Net Loss Attributable to Company’s Stockholders

The following table provides the amounts attributable to Company’s stockholders:


		Three Months Ended June 30,						Six Months Ended June 30,
		2026			2025			2026			2025
Loss from continuing operations		$	(2,105,661)		$	(2,182,871)		$	(3,920,332)		$	(4,066,372)
Loss from discontinued operations			—			(653,050)			—			(1,282,048)
Net loss		$	(2,105,661)		$	(2,835,921)		$	(3,920,332)		$	(5,348,420)

10.	RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS

Related-Party Ownership

As of June 30, 2026, the Sponsor owned 1,789,649 Class I shares and 25,119 Class IX shares and effectively owned 15.6% of the Company. As of December 31, 2025, the Sponsor owned 1,766,132 Class I shares and 24,787 Class IX shares and effectively owned 14.7% of the Company.

Due from Affiliates

Due from affiliates balance as of June 30, 2026 primarily included commissions reimbursement receivable of $61,436, marketing fee reimbursement receivable of $19,103 and reimbursable costs of $53,928. Due from affiliates as of December 31, 2025 primarily included commissions reimbursement receivable of $61,436, marketing fee reimbursement receivable of $19,103, and reimbursable costs of $23,391 paid by the Company on behalf of the Datacom JV.

Table of Contents

Related-Party Transactions

The following details the amounts incurred by the Company related to the Company’s Advisor (“SWIFA”) and affiliates, including SCD, and the Sponsor, for the three and six months ended June 30, 2026 and 2025; as well as amounts payable as of June 30, 2026 and December 31, 2025:


				Three Months Ended June 30,							Six Months Ended June 30,
				2026		2025					2026		2025
Fees		Entity		Incurred		Incurred			Entity		Incurred		Incurred
Offering costs		SCD		$	—	$	351,007		SCD		$	—	$	1,456,946
Selling commissions, dealer manager, and stockholder servicing fees		SCD			—		(2,618)		SCD			10,675		17,791
Asset management fees		SWIFA			335,833		365,855		SWIFA			686,342		733,342
Property management Fees		SWIFA			8,679		—		SWIFA			21,210		—
Reimbursable operating expenses		SWIFA			61,221		270,324		SWIFA			204,572		270,324
Total				$	405,733	$	984,568				$	922,799	$	2,478,403


				June 30, 2026		December 31, 2025
Fees		Entity		Payable		Payable
Offering costs		SCD		$	160,341	$	681,881
Selling commissions, dealer manager, and stockholder servicing fees		SCD			39,335		32,717
Asset management fees		SWIFA			336,154		549,457
Property management fees		SWIFA			8,679		88,144
Operating expense reimbursement and other payables		SWIFA			253,338		978,015
Total				$	797,847	$	2,330,214

Organization and Offering Fees

The Company reimbursed the Advisor and its affiliates for organization and offering expenses it incurred on the Company’s behalf, but only to the extent the reimbursement would not cause the selling commissions, dealer manager fees, distribution and servicing fees, and other organization and offering expenses to exceed 15% of the gross proceeds of each of the Company’s offerings.

There were no organization and offering fees incurred and paid by the Advisor and its affiliates on the Company’s behalf for the three and six months ended June 30, 2026. For the three and six months ended June 30, 2025, the Company incurred approximately $351,007 and $1,456,946, respectively, in offering costs which were paid by the Advisor on the Company’s behalf. The related party payable associated with these costs as of June 30, 2026 and December 31, 2025 are disclosed in the table above in the “Related Party Transactions” section. With respect to the 15% cap on these expenses the Company has accumulated $10,314,332 and $10,203,747 of organization and offering expenses inception to date which represents approximately 6.03% and 5.97% of gross offering proceeds raised as of June 30, 2026 and December 31, 2025, respectively. Offering costs are charged to equity as incurred.

Selling Commissions, Dealer Manager Fees, and Stockholder Servicing Fees

During the Public Offering, which terminated on April 30, 2026, the Company incurred selling commissions, dealer manager fees, and stockholder servicing fees in connection with the sale of certain classes of shares that were payable to SCD. SCD may reallow all or a portion of the dealer manager fee it receives to participating broker-dealers. Selling commissions, dealer manager fees, and stockholder servicing fees were charged to shareholders’ equity as incurred.

Asset Management Fees

The Company pays the Advisor a management fee in connection with the management of its assets in an amount equal to 1.25% of the aggregate purchase price of acquired assets, excluding any debt, or the net purchase price, per annum payable monthly, provided, however, after the Company determines its initial NAV, such management fee will equal 1.25% of the NAV per annum payable monthly. Additionally, to the extent that the Operating Partnership issues OP Units to parties other than the Company, the Operating Partnership will pay the Advisor a management fee equal to 0.75% of the net purchase price or NAV, as applicable, of the Operating Partnership attributable to such OP Units not held by the Company, per annum payable monthly.

The management fee may be paid, at the Advisor’s election, in cash, Class I shares, or Class I OP units of the Operating Partnership. To the extent that the Advisor elects to receive any portion of its management fee in Class I shares or Class I OP units of Operating

Table of Contents

Partnership, the Company may repurchase such Class I shares or Class I OP units of the Operating Partnership from the Advisor at a later date. In the event the Advisor Agreement is terminated or its term expires without renewal, the Advisor will be entitled to receive its prorated management fee through the date of termination. The Advisor Agreement expires on August 18, 2026, unless further renewed by the Board.

Asset management fees were $335,833 and $365,855 for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, asset management fees were $686,342 and $733,342, respectively. On September 24, 2025, the Advisor agreed to waive accrued, unpaid management fees otherwise payable to the Advisor in the amount of $1,439,000 for services provided during the period from September 1, 2024 through August 31, 2025. The Company reclassified this accrued management fee to equity as a deemed contribution. Asset management fees payable, which were included within due to affiliates on the consolidated balance sheets, were $336,154 and $549,457 as of June 30, 2026 and December 31, 2025, respectively.

To further support the Company’s position and enhance the potential amounts available for distribution to stockholders, the Advisor agreed to defer the asset management fees and property management fees (as discussed below) that accrue and would otherwise be payable by the Company to the Advisor and/or its affiliates beginning on April 30, 2026, until such time as determined by the Advisor, in its sole discretion. All or part of such fees will be payable in the sole discretion of our Advisor, as applicable, upon prior notice to the Company.

Property Management Fees

Strategic Wireless Infrastructure Property Management Company, LLC (the “Property Manager”) is a wholly owned entity of the Sponsor and is an affiliate of the Advisor, that provides services to us in connection with the leasing, operation and management of our assets. In connection with these services, the Company pays the Property Manager and its affiliates aggregate fees of up to 3.0% of gross revenues from the assets managed. The Company may reimburse our Property Manager and its affiliates for asset-level expenses that any of them pay or incur on our behalf, including salaries, bonuses and benefits of persons employed by the Property Manager and its affiliates except for the salaries, bonuses and benefits of persons who also serve as one of the Advisor’s executive officers. The Property Manager and its affiliates may subcontract the performance of their duties to third parties and pay all or a portion of the property management fee to the third parties with whom they contract for these services.

Under the property management agreement, the Company may pay the Property Manager a separate fee in connection with leasing assets to new tenants or renewals or expansions of existing contracts with existing tenants in an amount not to exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar assets. Notwithstanding the foregoing, the Advisor and its affiliates may be entitled to receive higher fees if the Property Manager demonstrates to the satisfaction of a majority of our directors (including a majority of the independent directors) that a higher competitive fee is justified for the services rendered.

For the three and six months ended June 30, 2026, the Company incurred $8,679 and $21,210, respectively, in property management fees related to the two data centers. There were no management fees incurred during the three and six months ended June 30, 2025.

Expense Support Agreement and Contingent Promissory Note

The Company entered into the Amended and Restated Expense Support Agreement with our Operating Partnership and the Advisor on August 12, 2025 (as amended, the “Expense Support Agreement”). Pursuant to the Expense Support Agreement, the Advisor agreed to defer certain fees and fund certain of our expenses, subject to the terms of the Expense Support Agreement. The Advisor is entitled to reimbursement of fees that it had deferred and expenses that it had paid, subject to certain conditions being met. Pursuant to the Expense Support Agreement, the Advisor could incur maximum aggregate expense payments of $10,000,000, which we refer to as the expense payment limit. The Company would be obligated to reimburse the Advisor for any expense support payments it receives over a period up to four years, if the cumulative Company operations exceed the cumulative distributions to stockholders and unit holders. Organization and offering costs are not included as expenses subject to the Expense Support Agreement but instead are subject to the terms of the advisory agreement by and among the Operating Partnership, the Company and Advisor, dated August 18, 2023 (as amended, the “Advisory Agreement”). During the three and six months ended June 30, 2026 and 2025, the Company did not receive any expense support payments from the Advisor.

Effective February 10, 2025, the Company has a non-interest bearing promissory note due from the Advisor, and guaranteed by HMC Capital Limited, in favor of the Company for reimbursement to the Company of any portion of the $13,459,476 of recoverable offering costs and operating expenses pursuant to the Expense Support Agreement and the Advisory Agreement (together, the “Agreements”) of the Company that is not recognized within the four and five-year periods in which such amounts were originally incurred. In the event of the liquidation of the Company, the remaining unamortized amounts, if any, would be repaid by the Advisor to

Table of Contents

the Company. The $13,459,476 will not be recognized as a receivable on the Company’s consolidated financial statements, as the settlement of any unamortized balance of such amount payable by the Advisor to the Company is contingent upon the occurrence of certain future events outside the control of the Company pursuant to the terms of the Agreements.

Performance Participation Allocation

As a special limited partner of the Operating Partnership, the Advisor holds a performance participation interest in the Operating Partnership, entitling the Advisor to receive an allocation of the Operating Partnership’s total return. The annual total return will be allocated solely to the Advisor only after the other unitholders have received a total return of 5% (after recouping any loss carryforward amount) and such allocation will continue until the allocation between the Advisor and all other unitholders is equal to 12.5% and 87.5%, respectively. Thereafter, the Advisor will receive an allocation of 12.5% of the annual total return. Total return is defined as all distributions accrued or paid (without duplication) on the OP Units outstanding at the end of such period since the beginning of the then-current calendar year, plus (ii) the change in aggregate Net Asset Value (as defined in the Operating Partnership’s limited partnership agreement) of such units since the beginning of the year, before giving effect to (a) changes resulting solely from the proceeds of issuances of OP Units, (b) any allocation/accrual to the performance participation interest, and (c) applicable stockholder servicing fee expenses (including any payments made to the Company for payment of such expenses).

The Advisor will also be allocated a performance participation with respect to all OP Units that are repurchased at the end of any month (in connection with repurchases of the shares in the Company’s share repurchase program) in an amount calculated as described above with the relevant period being the portion of the year for which such unit was outstanding, and proceeds for any such unit repurchase will be reduced by the amount of any such performance participation.

Distributions of performance participation paid on the special limited partnership interest may be payable to the Advisor in cash or Class I OP Units at the election of the Advisor. The Advisor would not be obligated to return any portion of performance participation paid for an annual period based on the Operating Partnership’s subsequent performance. In the event the Advisory Agreement is terminated, the Advisor would be allocated any accrued performance participation with respect to all OP Units as of the date of such termination.

For the three and six months ended June 30, 2026, there was no performance participation allocation expense recognized by the Company as the required return was not met. For the three and six months ended June 30, 2025, the Company recognized $0 and $165,100, respectively, in performance participation allocation expenses.

Operating Expenses and Reimbursements

The Company may reimburse the Advisor’s costs of providing administrative services, including personnel and related employment costs, and expenses related to financing services (except with respect to acquisition and disposition services or asset management services for which the Advisor receives separate fees). The Company did not reimburse the Advisor for any operating expenses during the three months ended June 30, 2026 and 2025. The Company reimbursed the Advisor for $929,250 and $0 of operating expenses during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the Company owed $253,338 and $978,015, respectively, to the Advisor in operating expenses and reimbursement obligations.

11.

REVENUES

As of June 30, 2026, the weighted-average remaining current term of the tenant operating leases was approximately 9.3 years. As of June 30, 2026, the minimum future rental payments due from tenants under operating leases, having initial or remaining noncancelable lease terms for each of the next five years ending December 31 and thereafter is as follows:


Years ending December 31:
Remainder of 2026		$	1,016,496
2027			2,058,427
2028			1,662,610
2029			1,390,634
2030			1,426,924
Thereafter			7,717,908
Total		$	15,272,999

See Note 2 for further discussion regarding the Company’s lessor arrangements.

Table of Contents

12.

SEGMENT REPORTING

Prior to the Tower Sale in December 2025, the Company had three operating segments which were presented as three reportable segments: cell towers, data centers, and investments in joint ventures. The cell towers and data centers reportable segments are made up of various consolidated subsidiaries of the Company, and the joint ventures segment is currently made up of a 100% owned subsidiary dedicated to identifying and making investments in joint venture entities that own data/communications infrastructure. As of June 30, 2026 and December 31, 2025, the joint venture segment has a single investment in the 51% owned Datacom JV. Following the Tower Sale, the Company has two operating segments.

These are operating segments that are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-makers (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the senior executive committee that includes the president and chief financial officer. The Company’s CODM directs the allocation of resources to operating segments based on the profitability and cash flows of each respective segment. The Company defines segment operating income (loss) as rental revenues less property operating expenses and general and administrative expenses directly attributable to segment operations. The Company believes that segment operating income (loss) is the performance metric that captures the unique operating characteristics of each segment and serves as an appropriate supplemental performance measure to net income (loss) because it allows investors and the Company’s CODM to measure unlevered property-level operating results and to compare the Company’s operating results to the operating results of other real estate companies and between periods on a consistent basis. The Company’s use of the term segment operating income (loss) may not be comparable to that of other real estate companies as they may have different methodologies for computing this amount.

Depreciation and amortization, corporate level general and administrative expenses, asset management fees, accretion expense, and interest income are not attributable to the Company’s operating segments for purposes of assessing segment performance and are presented in the table to reconcile to net loss for the Company. Non-segment assets primarily consist of corporate assets, including cash and cash equivalents and prepaid and other corporate assets not attributable to the Company’s segments.

The following are the segment results for the three months ended June 30, 2026:


		Data Center			Datacom JV			Total
Revenues:
Rental revenues		$	655,921		$	—		$	655,921
Total revenues			655,921			—			655,921
Expenses:
Property operating expenses			96,490			—			96,490
General and administrative			1,143			—			1,143
Total expenses			97,633			—			97,633
Other expenses:
Interest expense			(314,980)			—			(314,980)
Equity method loss on investments			—			(1,404,492)			(1,404,492)
Segment operating net loss		$	243,308		$	(1,404,492)			(1,161,184)
Depreciation and amortization									(306,253)
General and administrative									(864,928)
Asset management fees									(335,833)
Interest income									206,711
Gain on sale of easement									110,172
Loss from continuing operations								$	(2,351,315)

Table of Contents

The following are the segment results for the three months ended June 30, 2025:


		Data Center			Datacom JV			Total
Revenues:
Rental revenues		$	624,496		$	—		$	624,496
Total revenues			624,496			—			624,496
Expenses:
Property operating expenses			55,468			—			55,468
General and administrative			685			—			685
Total expenses			56,153			—			56,153
Other expenses:
Interest expense			(388,705)			—			(388,705)
Equity method loss on investments			—			(933,030)			(933,030)
Segment operating net loss		$	179,638		$	(933,030)			(753,392)
Depreciation and amortization									(306,253)
General and administrative									(1,152,944)
Asset management fees									(365,855)
Interest income									1,779
Loss from continuing operations								$	(2,576,665)

The following are the segment results for the six months ended June 30, 2026:


		Data Center			Datacom JV			Total
Revenues:
Rental revenues		$	1,311,255		$	—		$	1,311,255
Total revenues			1,311,255			—			1,311,255
Expenses:
Property operating expenses			171,574			—			171,574
General and administrative			7,060			385			7,445
Total expenses			178,634			385			179,019
Other expenses:
Interest expense			(630,915)			—			(630,915)
Equity method loss on investments			—			(2,791,381)			(2,791,381)
Segment operating net income (loss)		$	501,706		$	(2,791,766)			(2,290,060)
Depreciation and amortization									(612,506)
General and administrative									(1,416,724)
Asset management fees									(686,342)
Interest income									519,659
Gain on sale of easement									110,172
Loss from continuing operations								$	(4,375,801)

Table of Contents

The following are the segment results for the six months ended June 30, 2025:


		Data Center			Datacom JV			Total
Revenues:
Rental revenues		$	1,249,029		$	—		$	1,249,029
Total revenues			1,249,029			—			1,249,029
Expenses:
Property operating expenses			125,065			—			125,065
General and administrative			2,713			—			2,713
Total expenses			127,778			—			127,778
Other expenses:
Interest expense			(644,538)			—			(644,538)
Equity method loss on investments			—			(2,372,646)			(2,372,646)
Segment operating net income (loss)		$	476,713		$	(2,372,646)			(1,895,933)
Depreciation and amortization									(612,506)
General and administrative									(1,389,215)
Asset management fees									(733,342)
Interest income									3,550
Performance participation allocation									(165,100)
Loss from continuing operations								$	(4,792,546)

The operating segments assets held as of June 30, 2026 and December 31, 2025 are as follows:


		June 30, 2026			December 31, 2025
Data Center		$	32,704,588		$	33,175,658
Joint Venture			32,072,822			34,861,734
Other (Corporate)			29,258,010			43,937,706
Total assets		$	94,035,420		$	111,975,098

13.

COMMITMENTS AND CONTINGENCIES

Commitments and contingencies include the usual obligations of wireless communication owners and operators in the normal course of business. In the opinion of management, these matters are not expected to have a material impact on the financial condition, results of operations, and cash flows of the Company.

Litigation

The Company may be involved in various claims and legal actions arising in the ordinary course of business. As of June 30, 2026 and December 31, 2025, the Company was not involved in any material legal proceedings.

Indemnification

The Company indemnifies the Advisor, Sponsor, and affiliates for all expenses, losses, liabilities, and damages the Advisor actually and reasonably incurs in connection with the defense or settlement of any action arising out of, or relating to, the conduct of the Company’s activities, except an action with respect to which the Advisor is adjudged to be liable for breach of a fiduciary duty owed to the Company or the stockholders under the Charter. The Company had not recognized any obligation on its consolidated balance sheet with respect to this indemnification arrangement as of June 30, 2026 or December 31, 2025.

Table of Contents

14.	SUBSEQUENT EVENTS

On July 31, 2026, James A. Condon, Chairman of the Board, a member of the Board and President of the Company, resigned as 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. In connection with this resignation, Mr. Condon also resigned as President of the Sponsor and the Advisor, effective immediately.

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 was also appointed as President of both the Advisor and the Sponsor, effective as of July 31, 2026.

On July 31, 2026, Bryan B. Marsh III resigned as Head of Data Center Investments of both the Sponsor and the 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.

******

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References herein to the “Company,” “we,” “us,” or “our” refer to StratCap Digital Infrastructure REIT, Inc., a Maryland corporation, and its subsidiaries including SWIF II Operating Partnership, LP, a Delaware limited partnership, which we refer to herein as the “Operating Partnership,” unless the context specifically requires otherwise. As used herein, the term “you” refers to our current stockholders or potential investors in our common stock, as applicable.

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”).

Forward-Looking Statements

This Quarterly Report contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “could,” “may,” “will” or similar expressions, or the negatives thereof. These may include our financial projections and estimates and their underlying assumptions, statements about plans, objectives and expectations with respect to future operations, statements with respect to acquisitions, statements regarding future performance, statements regarding identified but not yet closed acquisitions, and any other statements that are not historical facts. Such forward-looking statements are inherently uncertain and there are or may be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. We believe these factors also include but are not limited to those described under Part I Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026 (the “Annual Report”), and any such updated risk factors included in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document and our other filings with the SEC. Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

Overview

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 (the “Code”). We own all or substantially all of our assets through our Operating Partnership, of which we are the sole general partner. We are externally managed by our Advisor, StratCap Digital Infrastructure Advisors II, LLC, an affiliate of our Sponsor, StratCap Investment Management, LLC.

Our Board will at all times have ultimate oversight and policy-making authority over us, including responsibility for governance, financial controls, compliance and disclosure. Pursuant to the Advisory Agreement, however, we have delegated to our Advisor the authority to source, evaluate and monitor our investment opportunities and make decisions related to the acquisition, management, financing and disposition of our assets, in accordance with our investment objectives, guidelines, policies and limitations, subject to oversight by our Board. We currently have no employees. Employees of our Advisor perform substantially all of the services related to our asset management, accounting, investor relations, and other administrative activities. Affiliates of our Advisor also have extensive experience in providing responsive and professional property management and leasing services as well as development and construction services. We have retained an affiliate of our Advisor to provide property management and leasing services for most, if not all, of the properties we acquire and to provide development and construction services as needed.

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.

Table of Contents

As of June 30, 2026, through wholly-owned subsidiaries of our Operating Partnership, we own 100% of the fee simple interest in two data centers leased to three tenants, as well as a 51% interest, through the Datacom JV, in 150 towers with associated ground leases or easements, two rooftop easements, 233 tenant operating leases and other related assets.

On April 30, 2026, the Company ceased offering and selling shares of its common stock pursuant to the Public Offering and filed a Post-Effective Amendment to its Registration Statement to deregister the shares of common stock that remained unsold under the Registration Statement. As of April 30, 2026, the Company had accepted aggregate gross offering proceeds of approximately $31,711,817 in the Public Offering.

Due to recent volatility in the digital infrastructure market driven by uncertainty surrounding technology and AI companies’ capital expenditure plans, tighter credit conditions, the current geopolitical environment and a challenging fundraising environment in the retail investor channel marked by increased repurchase requests, the Advisor, with the assistance from a financial advisor, has been internally reviewing the Company’s outlook with a view towards determining the best path forward for the Company and its stockholders. As previously disclosed, based on this review and upon the Advisor’s recommendation, the Board adopted several immediate actions to preserve liquidity and continues to evaluate strategic alternatives for the Company, including the suspension of the Company's distribution program and share repurchase program (other than repurchases sought pursuant to the death or qualifying disability of a stockholder), which suspensions remain in effect as of the date of this filing.

On May 14, 2026, the Board authorized the amendment of the Company’s valuation policy to change the frequency that the Company determines its estimated NAV per share from monthly to quarterly. Therefore, following the announcement of the Company’s March 2026 estimated NAV per share, subsequent NAV per share determinations are made on a quarterly basis.

Current Market Conditions and Related Risks and Opportunities

We are not aware of any additional material trends or uncertainties, favorable or unfavorable, other than the market and liquidity conditions discussed above, broader national economic conditions affecting real estate generally and the matters otherwise referred to in this Quarterly Report, that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from acquiring properties or real estate related securities. Specifically, the U.S. real estate markets continue to be impacted by the challenging macroeconomic environment, including the uncertainties and disruptions resulting from government policies and regulations, tariffs, higher inflation, geopolitical uncertainty and particularly the effect of the current interest rate environment, as well as actual or perceived changes in economic conditions, which can result from global events such as international trade disputes, a foreign debt crisis, foreign currency volatility, natural disasters, war, epidemics and pandemics, the fear of spread of contagious diseases, and civil unrest and terrorism.

Table of Contents

Results of Operations

As of June 30, 2026, the Company’s portfolio represents the two data centers leased to three tenants. The disposition of the Company’s Tower Assets in December 2025 represented a strategic shift in the Company’s business and as such, qualified for discontinued operations presentation. The results of the properties that have been sold for the three and six months ended June 30, 2025 were reclassified to loss from discontinued operations. These reclassifications had no effect on our reported net income.

The following table sets forth information regarding our consolidated results of operations for the three and six months ended June 30, 2026 and 2025, respectively:


		Three Months Ended June 30,									Six Months Ended June 30,
		2026			2025			Variance			2026			2025			Variance
Revenues:
Rental revenues		$	655,921		$	624,496		$	31,425		$	1,311,255		$	1,249,029		$	62,226
Total revenues			655,921			624,496			31,425			1,311,255			1,249,029			62,226
Expenses:
Property operating expenses			96,490			55,468			41,022			171,574			125,065			46,509
General and administrative			866,071			1,153,629			(287,558)			1,424,169			1,391,928			32,241
Asset management fees			335,833			365,855			(30,022)			686,342			733,342			(47,000)
Depreciation and amortization			306,253			306,253			—			612,506			612,506			—
Performance participation allocation			—			—			—			—			165,100			(165,100)
Total expenses			1,604,647			1,881,205			(276,558)			2,894,591			3,027,941			(133,350)
Loss on investment in Datacom JV			(1,404,492)			(933,030)			(471,462)			(2,791,381)			(2,372,646)			(418,735)
Interest expense			(314,980)			(388,705)			73,725			(630,915)			(644,538)			13,623
Interest income			206,711			1,779			204,932			519,659			3,550			516,109
Gain on sale of easement			110,172			—			110,172			110,172			—			110,172
Loss from continuing operations			(2,351,315)			(2,576,665)			225,350			(4,375,801)			(4,792,546)			416,745
Loss from discontinued operations			—			(771,000)			771,000			—			(1,510,997)			1,510,997
Net loss			(2,351,315)			(3,347,665)			996,350			(4,375,801)			(6,303,543)			1,927,742
Net loss attributable to non-controlling interests in the Operating Partnership			(245,654)			(511,744)			266,090			(455,469)			(955,123)			499,654
Net loss attributable to Company’s stockholders		$	(2,105,661)		$	(2,835,921)		$	730,260		$	(3,920,332)		$	(5,348,420)		$	1,428,088

Rental Revenue

For the three and six months ended June 30, 2026, rental revenues remained generally flat compared to the three and six months ended June 30, 2025 as both data centers were fully occupied at the beginning of January 2025. The additional income was attributable to the true-up of reimbursement income.

General and Administrative

For the three months ended June 30, 2026, general and administrative expenses decreased compared to the three months ended June 30, 2025 due to the decrease in audit fee, legal and printing costs, among others, as a result of the termination of the Offering in April 2026 and reduced filings and reporting. For the six months ended June 30, 2026, general and administrative expenses increased compared to the six months ended June 30, 2025 due to the write-off of the offering related legal and printing costs incurred in the same month the Offering was terminated.

Asset Management Fees

For the three and six months ended June 30, 2026, asset management fees were slightly lower compared to the three and six months ended June 30, 2025 due to the slight decrease in net asset value. Asset management fees were broadly in line with prior year given there were no material changes in NAV under management.

Performance Participation Allocation

There was no performance participation allocation recognized during the three and six months ended June 30, 2026 as the total returns did not exceed the hurdle rate for the period.

Table of Contents

Loss on Investment in Datacom JV

For the three and six months ended June 30, 2026, loss on investment in the Datacom JV slightly decreased compared to the three and six months ended June 30, 2025 due to the increase in interest expense associated with the increase in borrowings and depreciation expense which was partially offset by the increase in rental revenue. The increase in rental revenue was attributable to the asset acquisitions.

Interest Expense

For the three and six months ended June 30, 2026, interest expense slightly increased compared to the three and six months ended June 30, 2025 due to the increase in borrowings partially offset by the decrease in SOFR interest rate. The increase in borrowings amounting to $1,690,795 was attributable to the portion related to the Tower Assets sold, which was retained in December 2025 due to an adequate asset base supporting borrowing capacity.

Interest Income

For the three and six months ended June 30, 2026, interest income increased compared to the three and six months ended June 30, 2025 due to the increase in average cash balance which was attributable to the proceeds from the Tower Sale.

Net Asset Value

Our Board, including a majority of our independent directors, adopted valuation guidelines that contain a comprehensive set of methodologies to be used by our Advisor and our independent valuation advisor in connection with estimating the values of our assets and liabilities for purposes of our NAV calculation. These guidelines are designed to produce a fair and accurate estimate of the price that would be received for our investments in an arm’s-length transaction between a willing buyer and a willing seller in possession of all material information about our investments. Our Advisor and Board will review our valuation guidelines and methodologies related to investments in real property and certain real estate debt and other securities at least annually. From time to time, our Board, including a majority of our independent directors, may adopt changes to the valuation guidelines if it (1) determines that such changes are likely to result in a more accurate reflection of NAV or a more efficient or less costly procedure for the determination of NAV without having a material adverse effect on the accuracy of such determination or (2) otherwise reasonably believes a change is appropriate for the determination of NAV.

The calculation of our NAV is intended to be a calculation of the fair value of our assets less our outstanding liabilities as described below and will likely differ from the book value of our equity reflected in our financial statements. As a public company, we are required to issue financial statements based on historical cost in accordance with accounting principles generally accepted in the United States of America (“GAAP”). To calculate our NAV for the purpose of establishing a repurchase price for our shares, we adopted a model, as explained below, that adjusts the value of our assets and liabilities from historical cost to fair value generally in accordance with the GAAP principles set forth in the FASB ASC Topic 820, Fair Value Measurements and Disclosures. The Advisor will calculate the fair value of our real estate properties, which will be reviewed for reasonableness by our independent valuation advisor. Our Advisor may retain additional third-parties to assist with our valuations of certain investments. Our Advisor does not rely on third-parties, including our independent valuation advisor, in calculating the NAV. Because these fair value calculations will involve significant professional judgment in the application of both observable and unobservable attributes, the calculated fair value of our assets may differ from their actual realizable value or future fair value.

The Company prepares its valuations in accordance with the procedure described in the “Net Asset Value Calculations and Valuation Procedures” in Exhibit 99.1 of this Quarterly Report. While we believe our NAV calculation methodologies are consistent with standard industry practices, there is no rule or regulation that requires we calculate NAV in a certain way. As a result, other REITs may use different methodologies or assumptions to determine NAV. In addition, NAV is not a measure used under GAAP and the valuations of and certain adjustments made to our assets and liabilities used in the determination of NAV will differ from GAAP. You should not consider NAV to be equivalent to stockholders’ equity or any other GAAP measure.

On May 14, 2026, the Board authorized the amendment of the Company’s valuation policy to change the frequency that the Company determines its estimated NAV per share from monthly to quarterly.

Table of Contents

June 30, 2026 NAV Per Share

On July 24, 2026, the Board approved an updated quarterly estimated NAV for each outstanding class of shares of the Company and Class P and Class PX limited partnership units of the Operating Partnership as of June 30, 2026. The Company calculates an estimated NAV per share in accordance with the valuation policy adopted by its audit committee and approved by the Board. The Company’s estimated NAV per share for each class of stock is calculated by the Advisor and reviewed and confirmed by the audit committee prior to Board approval.

The total NAV presented in the following tables includes the NAV of the holders of the Company’s Class A shares (were not offered in the Public Offering), Class AX shares (were not offered in the Public Offering), Class I shares and Class IX shares (were not offered in the Public Offering), Class T shares, as well as partnership interests of the Operating Partnership held by parties other than the Company. As of June 30, 2026, no Class D shares or Class S shares were outstanding. The following table provides a breakdown of the major components of the Company’s total NAV as of June 30, 2026:


Components of NAV
Investments in properties		$	38,051,602
Investment in Datacom JV			50,373,721
Cash and cash equivalents			27,565,541
Due from affiliates			134,467
Tenant and other receivables			273,864
Prepaid and other assets, net			2,574,307
Accounts payable and accrued liabilities			(914,185)
Due to affiliates			(763,224)
Loan payable			(18,096,251)
Interest expense payable			(16,871)
Unamortized expense support repayment/O&O(1)			13,010,582
Net asset value		$	112,193,553

(1)

Unamortized expense support repayment represents certain operating expenses and organizational and offering costs funded by the Company that are transaction costs and other professional fees that the Company has incurred since its inception. Such operating expenses and organizational and offering costs were recognized under the Expense Support Agreement and advisory agreement (together, the “Agreements”), respectively, and are added back to the Company’s net asset value until they are amortized and recognized by the Company in accordance with the Agreements. Such amounts have an economic contractual benefit of four to five years, and therefore, for purposes of the net asset value calculation, are capitalized as an adjustment to the Company’s net asset value and amortized over the four- to-five-year period as a reduction of the outstanding unamortized balance. As of June 30, 2026, the unamortized expense support repayment balance was $13,010,582 with operating expenses being amortized over a four-year period from date of occurrence and organizational and offering costs beginning to be amortized over a five-year period, decreasing the outstanding unamortized balance, and the amount payable by the Advisor to the Company, over the respective periods based on an amortization schedule maintained by the Company. On February 10, 2025, the Advisor executed a non-interest bearing promissory note, or the Promissory Note, in favor of the Company for reimbursement to the Company of any portion of the $13,459,476 that is not recognized within the four and five- year periods in which such amounts were originally incurred, with such amount, if any, payable by the Advisor to the Company at the expiration of the Agreements respective four and five-year period. In the event of the liquidation of the Company, the remaining unamortized amounts, if any, would be repaid by the Advisor to the Company. The $13,459,476 has not been recognized as a receivable on the Company’s consolidated financial statements in accordance with generally accepted accounting principles in the United States, as the settlement of any unamortized balance of such amount payable by the Advisor to the Company is contingent upon the occurrence of certain future events pursuant to the terms of the Agreements. On February 10, 2025, HMC Capital Limited ABN 94 138 990 593 executed a Limited Guarantee to guarantee our Advisor’s obligations under the Promissory Note.

The following table provides a breakdown of the Company’s total NAV and NAV per share/unit by class as of June 30, 2026:


																	Class P			Class PX
		Class A			Class AX			Class I			Class IX			Class T			Units (1)			Units (1)			Total (2)
Net Asset Value		$	41,253,371		$	12,922,815		$	31,848,833		$	12,997,069		$	676,913		$	10,748,126		$	1,746,426		$	112,193,553
Number of outstanding shares			4,287,191			1,345,067			3,305,288			1,351,915			69,793			1,105,927			179,737			11,644,918
NAV/Share		$	9.6225		$	9.6076		$	9.6357		$	9.6138		$	9.6989		$	9.7187		$	9.7165		$	9.6346

(1)	Includes the partnership interests of the Operating Partnership held by parties other than the Company.

(2)	As noted above, Class A shares, Class AX shares and Class IX shares were not offered in the Public Offering. Such shares were offered in the Company’s private offering, which terminated prior to the commencement of the Public Offering.

Table of Contents

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the valuations, based on property types:


				Exit
		Discount		Capitalization
Property Type		Rate		Rate
Investment in Datacom JV		6.60	%	4.24	%
Data Centers		7.25	%	6.25	%

These assumptions are determined by our Advisor and reviewed for reasonableness by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:


						Data Centers
		Hypothetical		Investment in		Investment
Input		Change		Datacom JV		Values
Discount Rate		0.25% decrease		2.04	%	1.89	%
Discount Rate		0.25% increase		(1.99)	%	(1.85)	%
Exit Capitalization Rate		0.25% decrease		4.36	%	2.50	%
Exit Capitalization Rate		0.25% increase		(3.86)	%	(2.31)	%

The following table reconciles U.S. GAAP stockholders’ equity per our condensed consolidated balance sheets as of June 30, 2026:


Total equity	$	73,706,766
Adjustments:
Unrealized appreciation of investments in real estate and Datacom JV		22,522,113
Accumulated depreciation and amortization		3,430,243
Straight line rent receivable		(510,775)
Accrued stockholder servicing fees		34,624
Accrued expense support repayment		13,010,582
NAV	$	112,193,553

The following details the adjustments to reconcile the Company’s total GAAP equity to our NAV:

●

We depreciate our investments in properties and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization are not recorded for purposes of calculating our NAV.

●

Our investments in properties are presented at their depreciated cost basis in our consolidated GAAP financial statements. Our investment in Datacom JV is accounted for under the equity method of accounting. As such, any increases or decreases in the fair market value of our investments in real estate as well as our investment in Datacom JV are not included in our GAAP results. For purposes of calculating our NAV, our investments in real estate and Datacom JV are recorded at fair value.

●

Accrued stockholder servicing fees represent the accrual for the cost of the stockholder servicing fees for Class T shares, Class S shares and Class D shares. Under GAAP, we accrued (i) the full amount, up to the applicable 8.75% fee limitation, for Class T shares, Class S shares and Class D shares and (ii) the future stockholder servicing fees based on the estimated life of the shares held by stockholders for Class T shares, Class S shares and Class D shares as an offering cost at the time we issued the applicable share. The Company did not issue any Class S or Class D shares of common stock. Refer to Note 9, “Equity,” to our condensed consolidated financial statements for further details of the GAAP treatment regarding the stockholder servicing fees. For purposes of calculating NAV, we recognize the stockholder servicing fees as a reduction to NAV on a monthly or quarterly basis, as applicable, when such fees are paid.

●

We recognize rental revenue on a straight-line basis under GAAP. Such straight-line rent adjustments are excluded for purposes of calculating NAV.

Table of Contents

Liquidity and Capital Resources

As of June 30, 2026, our current total liquidity is $27,565,541, representing cash and cash equivalents. We do not have any material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources. Historically, we have generated capital through the issuances of our common stock and OP Units and by borrowing monies. The Public Offering terminated on April 30, 2026 and we are currently not raising any capital.

Due to recent volatility in the digital infrastructure market driven by uncertainty surrounding technology and AI companies’ capital expenditure plans, tighter conditions in the credit markets, the current geopolitical environment and a challenging fundraising environment in the retail investor channel marked by increased repurchase requests, the Advisor, with the assistance from a financial advisor, has been internally reviewing the Company’s outlook with a view towards determining the best path forward for the Company and its stockholders. As previously disclosed, based on this review and upon the Advisor’s recommendation, the Board adopted several immediate actions to preserve liquidity and continues to evaluate strategic alternatives for the Company, including the suspension of the Company's distribution program and share repurchase program (other than repurchases sought pursuant to the death or qualifying disability of a stockholder), which suspensions remain in effect as of the date of this filing. There is no further borrowing capacity on Sunflower Secured Credit Facility; therefore, depending on the outcome of the strategic review, we may decide to obtain other lines of credit for various purposes. Potential future sources of capital include secured or unsecured financings from banks or other lenders, establishing additional lines of credit, proceeds from the sale of properties and undistributed cash flow. Currently, we have 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.

We anticipate that adequate cash will be generated from operations to fund our operating and administrative expenses and continuing debt service obligations. However, our ability to finance our operations is subject to some uncertainties. Our ability to generate working capital is dependent on our ability to attract and retain tenants and the economic and business environments of the various markets in which our properties are located. Our ability to sell our assets is partially dependent upon the state of real estate markets and the ability of purchasers to obtain financing at reasonable commercial rates.

For the six months ended June 30, 2026 and 2025, cash flows from operating activities were negative and did not provide adequate funding for payments of distributions. Proceeds from our offerings have been used to fund the payment of distributions declared and distributed for the three and six months ended June 30, 2026 and 2025 as follows:


		Six Months Ended June 30,
		2026			2025
Distributions declared:
Paid or payable in cash		$	1,556,007		$	2,281,980
Reinvested in shares or units (DRP)			559,609			953,277
Total declared and distributed		$	2,115,616		$	3,235,257
Source of funds for distributions:
Offering proceeds		$	1,556,007		$	2,281,980
Issuance of new shares of units (DRP)			559,609			953,277
Total sources for distributions		$	2,115,616		$	3,235,257

Contractual Obligations

The following table summarizes current and long-term material cash requirements as of June 30, 2026:


		Material Cash Requirements
					Less than									More than
		Total			1 Year			1 – 2 Years			3 – 5 Years			5 Years
Indebtedness		$	18,096,251		$	366,816		$	17,729,435		$	—		$	—
Interest payments⁽¹⁾			1,837,783			578,957			1,258,826			—			—
Total		$	19,934,034		$	945,773		$	18,988,261		$	—		$	—

(1)	Interest payments for variable rate debt obligation are estimated using the most recent variable interest rate in effect to date.

Table of Contents

Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents for the six months ended June 30, 2026 and 2025:


		Six Months Ended June 30,
		2026			2025				Net Change
Net cash used in operating activities		$	(4,017,316)		$	(251,748)		$	(3,765,568)
Net cash provided by (used in) investing activities			162,281			(4,580,128)			4,742,409
Net cash (used in) provided by financing activities			(10,623,728)			2,657,347			(13,281,075)

Operating Activities

For the six months ended June 30, 2026 and 2025, cash flows used by operating activities were primarily related to the payments of general and administrative expenses, reimbursement of expenses paid by the Advisor and its affiliates, and interest payments on our outstanding indebtedness. The increase in cash used in operating activities for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 was primarily driven by a repayment of performance participation allocation payable to the Advisor as well as repayment of amounts due to affiliates during the six months ended June 30, 2026. In general, cash flows from operating activities are affected by the timing of cash receipts and payments.

Investing Activities

For the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, the decrease in net cash used in investing activities was primarily due to a $4.6 million decrease in asset acquisitions and funding of preacquisition development costs.

Financing Activities

For the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, the increase in net cash used in financing activities was primarily due to a decrease of $8.3 million in proceeds from the issuance of common stock and OP Units and a decrease of $5.8 million in borrowings under the Company’s Revolving Facility. These decreases were partially offset by lower redemptions of common stock and OP Units as the Repurchase Programs were partially suspended beginning April 2026.

Recent Accounting Pronouncements

See Note 2, “Summary of Significant Accounting Policies,” to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q a discussion concerning recent accounting pronouncements.

Critical Accounting Estimates

Our critical accounting estimates are disclosed in the “Critical Accounting Estimates” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. No modifications to these estimates were made during the three and six months ended June 30, 2026.

Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report was made under the supervision and with the participation of our management, including our President (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer). Based upon this evaluation, our President and Chief Financial Officer have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Changes in Internal Controls over Financial Reporting

There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of June 30, 2026, we were not involved in any material legal proceedings.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed under Part I, Item 1A “Risk Factors” in our Annual Report as updated by the risk factors disclosed in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

Table of Contents

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

There were no unregistered sales of equity securities of the Company during the three months ended June 30, 2026.

Use of Proceeds

From inception through June 30, 2026, we recognized selling commissions, dealer manager fees and organization and other offering costs in the Private Offering, the OP Unit Offering, and the Public Offering as follows:


Type of Expense Amount		Amount			Estimated/Actual
Selling commissions and dealer manager fees		$	1,984,298		Actual
Other organization and offering costs			8,330,034		Actual
Total		$	10,314,332

As of June 30, 2026, the net offering proceeds to us from our Private Offering, the OP Unit Offering, and the Public Offering, including proceeds from the Company’s distribution reinvestment plan (“DRP”) and after deducting the total expenses incurred as described above, were approximately $166,737,665.

Distributions

We elected to be taxed as a real estate investment trust, or REIT, under the Code, commencing with the taxable year ended December 31, 2021, and expects to qualify as a REIT under the Code. In order to maintain our qualification as a REIT, we are required to, among other things, distribute as dividends at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains, to our stockholders and meet certain tests regarding the nature of our income and assets.

Our Board may authorize distributions in excess of those required for us to maintain REIT status as it deems appropriate. We currently pay regular monthly distributions to our stockholders. The timing and amount of distributions will be determined by our Board, in its discretion, and may vary from time to time. Our Board’s discretion will be influenced in substantial part by its obligation to cause us to comply with the REIT requirements of the Code. We can provide no assurance that we will be able to pay distributions on our shares of common stock.

The Board authorized, and the Company declared, distributions for the period from January 1, 2026 through March 31, 2026 in an amount equal to $0.001479452 per day (or approximately $0.54 on an annual basis) per each share of common stock, less, for holders of certain classes of shares, class-specific stockholder servicing fees that are deducted from the gross distributions for each share class. The distributions were payable monthly in arrears to stockholders of record at the close of business each day during the prior month. Distributions that are reinvested in shares of our common stock will have a trade date based on month-end date.

In general, in lieu of receiving cash distributions that are authorized by our Board, distributions to holders of Class AX shares, Class DX shares and Class IX shares are deemed distributed and then invested in additional shares of the same class at the applicable transaction price per share, net of any selling commissions associated with the applicable share class.

As previously disclosed, on April 28, 2026, in connection with the Board’s decision to review strategic alternatives and preserve liquidity, the Board did not authorize distributions to the Company’s stockholders for the remainder of the second quarter of 2026. The Company paid previously authorized and declared distributions for the month of April 2026 in May 2026. All such distributions were paid in cash. The Company will not issue future distributions to its stockholders unless and until such time as the Board declares a distribution. The Board will continue to assess its distribution policy on a quarterly basis taking into consideration market conditions, the Company’s operations and future capital needs, among other things, to determine if and when it is in the Company’s and its stockholders’ best interests to reinstate distributions to its stockholders.

From January through April 2026, the Company declared $2,115,616 in distributions, all of which were paid by May 2026. For the six months ended June 30, 2025, the Company declared distributions totaling to $3,235,257, of which $378,929 was unpaid as of June

Table of Contents

30, 2025, and was recorded as “Distributions payable” on the accompanying condensed consolidated balance sheet. All of the unpaid distributions as of June 30, 2025 were paid in July 2025.

The following table provides information regarding distributions we declared for the six months ended June 30, 2026 and 2025:


		Six Months Ended June 30,
		2026			2025
Distributions
Payable in cash		$	1,556,007		$	2,281,980
Reinvested in shares			559,609			953,277
Total distributions		$	2,115,616		$	3,235,257

Distribution Reinvestment Plan

During the Public Offering, which terminated on April 30, 2026, the Company provided an offering up to $75 million in shares pursuant to the Company’s DRP at the then current NAV per share amount. The Company reserved the right to reallocate the shares the Company was offering among the Company’s classes of common stock and between the Primary Offering and the Company’s DRP. There were no selling commissions, dealer manager fees or stockholder servicing fees on shares sold pursuant to the Company’s DRP. The amount available for distributions on all Class D shares, Class T shares and Class S shares was reduced by the amount of stockholder servicing fees payable with respect to the Class D shares, Class T shares and Class S shares issued in the Public Offering. For the six months ended June 30, 2026, $559,609 in distributions were reinvested pursuant to the Company’s DRP. The DRP was suspended in connection with the termination of the Public Offering and remains suspended as of the date of this filing.

Share Repurchases

Under the Company’s share repurchase program, to the extent the Company chooses to repurchase shares in any particular month, the Company will only repurchase shares as of the opening of the last calendar day of that month (each such date, a “Repurchase Date”). Repurchases will be made at the transaction price in effect on the Repurchase Date (which will generally be equal to the Company’s prior month’s NAV per share), except that shares that have not been outstanding for at least one year will be repurchased at 95% of the transaction price (an “Early Repurchase Deduction”). The one-year holding period is measured as of the first calendar day immediately following the prospective repurchase date. Additionally, stockholders who have received shares of our common stock in exchange for their OP Units may include the period of time such stockholder held such OP Units for purposes of calculating the holding period for such shares of the Company’s common stock. The Early Repurchase Deduction may only be waived in the case of repurchase requests arising from the death, qualified disability or divorce of the holder. The Early Repurchase Deduction will not apply to shares acquired through our DRP. An investor may withdraw his or her repurchase request by notifying the transfer agent before 4:00 p.m. (Eastern time) on the last business day of the applicable month.

If a new quarterly NAV per share is publicly announced within three business days of a Repurchase Date, an investor that has requested to have his or her shares repurchased will have three business days from the announcement of the quarterly NAV per share to withdraw his or her repurchase request by notifying the transfer agent before 4:00 p.m. (Eastern time). Settlements of share repurchases will generally be made within three business days of the Repurchase Date, provided, however, that settlements of share repurchase requests in the aforementioned scenario will not be made earlier than three business days after the announcement of a quarterly NAV per share.

The aggregate NAV of total repurchases of Class A shares, Class AX shares, Class D shares, Class DX shares, Class I shares, Class IX shares, Class T shares and Class S shares will be limited to no more than 1.67% of our aggregate NAV per month (with the first month of each calendar quarter limitation being 1.66% instead of 1.67%), which will be measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month, and no more than 5% of our aggregate NAV per calendar quarter, which will be measured using the average aggregate NAV attributable to stockholders as of the end of the immediately preceding three months. For the avoidance of doubt, the aggregate NAV per month that is used to calculate the aforementioned limitations of our share repurchase program will be the Company’s aggregate NAV per month excluding the Operating Partnership’s aggregate NAV per month. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the month will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share repurchase program, as applicable.

Table of Contents

Should repurchase requests, in the Company’s judgment, place an undue burden on its liquidity, adversely affect its operations or risk having an adverse impact on the Company, or should the Company otherwise determine that investing its liquid assets in real properties or other investments rather than repurchasing its shares is in the best interests of the Company, the Company may choose to repurchase fewer shares in any particular month than have been requested to be repurchased, or none at all. Further, the Board may make exceptions to, modify, suspend or terminate the Company’s share repurchase program if in its reasonable judgment it deems such action to be in the Company’s best interest and the best interest of its stockholders.

If the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no repurchase requests will be accepted for such month and stockholders who wish to have their shares repurchased the following month must resubmit their repurchase requests. Material modifications, including any amendment to the monthly or quarterly limitations on repurchases, and suspensions of the share repurchase program will be promptly disclosed to stockholders via their financial representatives. In addition, the Company may determine to suspend the share repurchase program due to regulatory changes, changes in law or if it becomes aware of undisclosed material information that it believes should be publicly disclosed before shares are repurchased. The Board must affirmatively authorize the recommencement of the program when it is suspended before stockholder requests will be considered again.

On April 28, 2026, the Board elected to partially suspend the Company’s Repurchase Programs, effective commencing with repurchase requests that would otherwise have been processed in April 2026, in order to preserve the Company’s liquidity to strengthen the Company’s long-term financial prospects in light of recent market volatility and uncertainty. The Company will not accept or process any new or pending repurchase requests under the Repurchase Programs during the suspension period; provided, however, that the Company will continue to process repurchases due to death and qualifying disability in accordance with the terms of the Repurchase Programs. The Repurchase Programs shall remain suspended unless and until such time as the Board approves their reinstatement. The Board will continue to evaluate the Company’s Repurchase Program on a quarterly basis to determine if and when it is in the Company’s and its stockholders’ and its unitholders’ best interests to reinstate the Repurchase Program.

During the three months ended June 30, 2026, the Company repurchased the following shares of common stock under the partially suspended share repurchase program:


				Total Number of					Approximate Dollar
				Shares Purchased as					Value of Shares
		Total Number of		Part of Publicly					Available that may yet
		Shares Requested to		Announced Plans or		Average Price			be Repurchased as a
Period		be Repurchased		Programs		Paid per Share (1)			Percentage of NAV (2)
April 2026		1,840,173		—		$	—		—
May 2026		1,872,986		4,803		$	9.7460		—
June 2026		1,906,423		—		$	—		—

(1)	Represents aggregate NAV of the shares repurchased under our share repurchase program over aggregate NAV of all shares outstanding, in each case, based on the then-current NAV.

(2)

Repurchases are limited as described above, and commencing with repurchases in April 2026, we partially suspended the repurchase program to only allow death and qualifying disability repurchase requests.As of June 30, 2026, there were outstanding and unfulfilled repurchase requests aggregating to $18,343,321 worth of shares of common stock based on the June 2026 NAV.

The Operating Partnership’s repurchase program with respect to Class P OP Units and Class PX OP Units (the “OP Unit repurchase program”) is a separate repurchase program from our share repurchase program; however, the terms of the OP Unit repurchase program generally mirror the terms of our share repurchase program, and it has the same limitations described above based on the Operating Partnership’s aggregate NAV. Pursuant to the OP Unit repurchase program, to the extent we, on behalf of the Operating Partnership, choose to repurchase OP Units in any particular month, we will only repurchase OP Units as of the opening of the last calendar day of that month (each such date, an “OP Unit Repurchase Date”). Repurchases will be made at the transaction price in effect on the OP Unit Repurchase Date, except that OP Units that have not been outstanding for at least one year will be repurchased at 95% of the transaction price (an “OP Unit Early Repurchase Deduction”) of such OP Units. The one-year holding period is measured as of the first calendar day immediately following the prospective repurchase date. The OP Unit Early Repurchase Deduction may only be waived in the case of repurchase requests arising from the death, qualified disability or divorce of the holder. As noted above, the OP unit repurchase program was partially suspended effective commencing with repurchase requests that would otherwise have been processed in April 2026.

Table of Contents

During the three months ended June 30, 2026, the Company repurchased the following OP Units under the partially suspended OP Unit Repurchase Program:


				Total Number of					Approximate Dollar
				Units Purchased as					Value of Units
		Total Number of		Part of Publicly					Available that may yet
		Units Requested to		Announced Plans or		Average Price			be Repurchased as a
Period		be Repurchased		Programs		Paid per Unit (1)			Percentage of NAV (2)
April 2026		263,071		—		$	—		—
May 2026		263,071		—		$	—		—
June 2026		263,071		—		$	—		—

(1)	Represents aggregate NAV of the units repurchased under the repurchase program over aggregate NAV of all units outstanding, in each case, based on the then-current NAV.

(2)

Repurchases are limited as described above, and commencing with repurchases in April 2026, we partially suspended the repurchase program to only allow death and qualifying disability repurchase requests. As of June 30, 2026, there were outstanding and unfulfilled repurchase requests aggregating to $2,556,707 worth of OP Units based on the June 2026 NAV.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Trading Arrangements

During the three months ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).

Table of Contents

ITEM 6. EXHIBITS

June 30, 2026
Ex.		Description
3.1		Articles of Amendment and Restatement of StratCap Digital Infrastructure REIT, Inc., dated July 12, 2021 (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-11 (File No. 333-284566) filed on January 29, 2025, and incorporated herein by reference)
3.2		Articles Supplementary, dated December 3, 2021, Designating the Rights and Preferences of the 12.0% Series A Redeemable Cumulative Preferred Stock (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-11 (File No. 333-284566) filed on January 29, 2025, and incorporated herein by reference)
3.3		Articles Supplementary, dated as of January 21, 2025 (filed as Exhibit 3.3 to the Company’s Registration Statement on Form S-11 (File No. 333-284566) filed on January 29, 2025, and incorporated herein by reference)
3.4		Articles of Amendment, dated as of December 23, 2024 (filed as Exhibit 3.4 to the Company’s Registration Statement on Form S-11 (File No. 333-284566) filed on January 29, 2025, and incorporated herein by reference)
3.5		Amended and Restated Bylaws of StratCap Digital Infrastructure REIT, Inc. (filed as Exhibit 3.5 to the Company’s Registration Statement on Form S-11 (File No. 333-284566) filed on January 29, 2025, and incorporated herein by reference)
31.1*		Certification of Principal Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		Amended and Restated Valuation Guidelines (filed as Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q filed on May 15, 2026 and incorporated herein by reference)
101		The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Changes in Equity; (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith.

**Included herewith. This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act or the Exchange Act.

Table of Contents

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 thereunto duly authorized.

StratCap Digital Infrastructure REIT, Inc.

Date:	August 14, 2026	By:	/s/ Adam Baxter
			Adam Baxter
			President, Secretary and Chairman of the Board of Directors
			(Principal Executive Officer)

Date:	August 14, 2026	By:	/s/ Michael Weidner
			Michael Weidner
			Chief Financial Officer and Treasurer
			(Principal Financial Officer and Principal Accounting Officer)