{"url_path":"/sec/cik-0001868516/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1868516/0001104659-26-062309-index.html","accession_number":"0001104659-26-062309","cik":"0001868516","ticker":null,"issuer_name":"StratCap Digital Infrastructure REIT, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1868516/0001104659-26-062309-index.html","primary_entity_key":"0001868516","primary_entity_name":"StratCap Digital Infrastructure REIT, Inc."},"word_count":2577,"has_tables":true,"body_markdown":"ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS\n\n**Unregistered Sales of Equity Securities**\n\nThere were no unregistered sales of equity securities of the Company during the three months ended March 31, 2026.\n\n**Use of Proceeds**\n\nFrom inception through March 31, 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:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Type of Expense Amount**\n\n**  ​ ​ ​**\n\n**Amount**\n\n**  ​ ​ ​**\n\n**Estimated/Actual**\n\nSelling commissions and dealer manager fees\n\n​\n\n$\n\n1,984,298\n\n \n\nActual\n\nOther organization and offering costs\n\n​\n\n​\n\n8,330,034\n\n \n\nActual\n\nTotal\n\n​\n\n$\n\n10,314,332\n\n \n\n  ​\n\n​\n\nAs of March 31, 2026, the net offering proceeds to us from our Private Offering, the OP Unit Offering, and the Public Offering, including proceeds from dividend reinvestment plan and after deducting the total expenses incurred as described above, were approximately $166,737,665.\n\n**Distributions**\n\nWe 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.\n\nOur 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.\n\nThe 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.\n\nIn 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.\n\n​\n\nFor the three months ended March 31, 2026 and 2025, the Company has declared distributions of $1,597,819 and $1,609,422, respectively, of which $349,957 and $554,746, respectively, was unpaid as of the respective reporting dates and has been recorded as “Distributions payable” on the accompanying consolidated balance sheets. All of the unpaid distributions as of March 31, 2026 and 2025 were paid during April 2026 and 2025, respectively.\n\n​\n\n41\n\n[Table of Contents](#TOC)\n\nThe following table provides information regarding distributions we declared for the three months ended March 31, 2026 and 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Three Months Ended**\n\n**  ​ ​ ​**\n\n**Three Months Ended**\n\n​\n\n​\n\n**March 31, 2026**\n\n​\n\n**March 31, 2025**\n\n**Distributions**\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nPayable in cash\n\n​\n\n$\n\n1,038,210\n\n​\n\n$\n\n1,142,704\n\nReinvested in shares\n\n​\n\n \n\n559,609\n\n​\n\n \n\n466,718\n\nTotal distributions\n\n​\n\n$\n\n1,597,819\n\n​\n\n$\n\n1,609,422\n\n​\n\nOn April 28, 2026, the Board did not authorize distributions to the Company’s stockholders for the remainder of the second quarter of 2026. The Company will pay previously authorized and declared distributions for the month of April 2026 in May 2026. All such distributions will be 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 quarterly distributions to its stockholders. See Note 14, “Subsequent Events,” for more information.\n\n​\n\n**Distribution Reinvestment Plan**\n\nDuring 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 Distribution Reinvestment Plan (“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 three months ended March 31, 2026, $559,609 in distributions were reinvested pursuant to the Company’s DRP.\n\n**Share Repurchases**\n\nUnder 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.\n\nIf a new monthly 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 monthly 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 monthly NAV per share.\n\nThe 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\n\n42\n\n[Table of Contents](#TOC)\n\nthree 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.\n\nShould 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.\n\nIf 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.\n\nDuring the three months ended March 31, 2026, the Company repurchased the following shares of common stock under the share repurchase program.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Total Number of**\n\n​\n\n​\n\n​\n\n​\n\n**Approximate Dollar**\n\n \n\n​\n\n​\n\n​\n\n​\n\n**Shares Purchased as**\n\n​\n\n​\n\n​\n\n​\n\n**Value of Shares**\n\n \n\n​\n\n​\n\n**Total Number of**\n\n​\n\n**Part of Publicly**\n\n​\n\n​\n\n​\n\n​\n\n**Available that may yet**\n\n \n\n​\n\n​\n\n**Shares Requested to**\n\n​\n\n**Announced Plans or**\n\n​\n\n**Average Price**\n\n​\n\n**be Repurchased as a**\n\n** **\n\n**Period**\n\n**  ​ ​ ​**\n\n**be Repurchased**\n\n**  ​ ​ ​**\n\n**Programs**\n\n**  ​ ​ ​**\n\n**Paid per Share**(1)\n\n**  ​ ​ ​**\n\n**Percentage of NAV**(2)\n\n** **\n\nJanuary 2026\n\n​\n\n1,594,363\n\n​\n\n179,727\n\n​\n\n$\n\n10.1297\n\n​\n\n1.7\n\n%\n\nFebruary 2026\n\n​\n\n1,486,325\n\n​\n\n178,345\n\n​\n\n$\n\n10.0423\n\n​\n\n1.7\n\n%\n\nMarch 2026\n\n \n\n1,501,047\n\n \n\n175,634\n\n​\n\n$\n\n9.8881\n\n​\n\n1.7\n\n%\n\n(1)\n\nRepresents aggregate NAV of the shares repurchased under our share repurchase program over aggregate NAV of all shares outstanding, in each case, based on the NAV as of the last calendar day of the prior month end.\n\n(2)\n\nRepurchases are limited as described above. The 1.67% monthly NAV limit was reached. As of March 31, 2026, there were outstanding and unfulfilled repurchase requests aggregating to $13,105,758 worth of shares of common stock based on the February 2026 NAV.\n\nThe 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.\n\n​\n\n43\n\n[Table of Contents](#TOC)\n\nDuring the three months ended March 31, 2026, the Company repurchased the following OP Units:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n**Total Number of**\n\n​\n\n​\n\n​\n\n​\n\n**Approximate Dollar**\n\n** **\n\n​\n\n​\n\n​\n\n​\n\n**OP Units Purchased as**\n\n​\n\n​\n\n​\n\n​\n\n**Value of OP Units**\n\n** **\n\n​\n\n​\n\n**Total Number of**\n\n​\n\n**Part of Publicly**\n\n​\n\n​\n\n​\n\n​\n\n**Available that may yet**\n\n** **\n\n​\n\n​\n\n**OP Units Requested to**\n\n​\n\n**Announced Plans or**\n\n​\n\n**Average Price**\n\n​\n\n**be Repurchased as a**\n\n** **\n\n**Period**\n\n​\n\n**be Repurchased**\n\n**  ​ ​ ​**\n\n**Programs**\n\n**  ​ ​ ​**\n\n**Paid per OP Unit**(1)\n\n**  ​ ​ ​**\n\n**Percentage of NAV**(2)\n\n** **\n\nJanuary 2026\n\n​\n\n188,750\n\n​\n\n22,404\n\n​\n\n$\n\n10.1955\n\n​\n\n1.7\n\n%\n\nFebruary 2026\n\n​\n\n177,432\n\n​\n\n22,178\n\n​\n\n$\n\n10.1129\n\n​\n\n1.7\n\n%\n\nMarch 2026\n\n \n\n159,734\n\n \n\n21,820\n\n​\n\n$\n\n9.9637\n\n​\n\n1.7\n\n%\n\n(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 NAV as of the last calendar day of the prior month end.\n\n(2)Repurchases are limited as described above. The 1.67% monthly NAV limit was reached. As of March 31, 2026, there were outstanding and unfulfilled repurchase requests aggregating to $1,374,129 worth of OP Units based on the February 2026 NAV.\n\n​\n\nOn 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 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.\n\n​"}