ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended
Jun. 30, 2026
ORGANIZATION AND BUSINESS OPERATIONS
ORGANIZATION AND BUSINESS OPERATIONS	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). 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. 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.

ORGANIZATION AND BUSINESS OPERATIONS

6 Months Ended

Jun. 30, 2026

ORGANIZATION AND BUSINESS OPERATIONS

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).

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.

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.