Strawberry Inc.

Earnings Release • May 1, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) May 1, 2025

Strawberry Fields REIT, Inc.

(Exact name of registrant as specified in its charter)

(Commission file number)

Maryland 001-41628 84-2336054 (IRS employer identification no.)

of incorporation) 6101 Nimtz Parkway 46628 South Bend, Indiana (Zip Code)

(State or other jurisdiction

(Address of principal executive offices)

(574) 807-0800 (Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered pursuant to Section 12(b) of the Act:

Title of each class registered	Trading Symbol(s)	Name of exchange on which registered
Common Stock, \$0.00001 par value	STRW	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1933 (§240.12b-2 of this chapter)

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. ☐

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K filed by Strawberry Fields REIT, Inc. (the "Company") includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company's current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward-looking statements include, without limitation, statements relating to projected industry growth rates, the Company's current growth rates and the Company's present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company's expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.

Item 7.01 Regulation FD Disclosure.

On May 1, 2025, the Company issued a presentation regarding its financial results for the year ended December 31, 2024, and the three months ended March 31, 2025 Such presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01, including Exhibit 99.1, is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Securities Act of 1933, as amended (the "Securities Act"), and shall not be incorporated by reference into any filing by the Company under the Exchange Act or the Securities Act, regardless of any general incorporation language in such filing except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Exhibit Name	Filed Herewith
99.1	Investor Presentation Dated May 1, 2025	*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information in this report (including the exhibits) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STRAWBERRY FIELDS REIT, INC.

Date: May 1, 2025

By: /s/ Moishe Gubin Moishe Gubin Chief Executive Officer and Chairman

Exhibit 99.1

2025 Strawberry Fields REIT Annual Shareholder Meeting Agenda

• · Introductory remarks by Moishe Gubin CEO & Chairman of the Board
• · Introduction of Board of Directors
• · Introduction of Management
• · Appointment of the Inspector of Elections
• · Proposals:
  • 1. To elect six directors to hold office for a one-year term and until each of their successors are elected and qualified;
  • 1. To ratify the appointment of Hacker, Johnson & Smith, P.A. as our independent certified public accounting firm for the fiscal year ending December 31, 2025;
• Tabulation of votes .
• Open Polls .
• · Presentation by CEO & Chairman
• · Report of Inspector
• · Questions from Shareholders
• . Other Business
• Adjournment .

2024 Strawberry Fields REIT Company Highlights

• · Completed our first public offering since going Public in 2022.
  • · Commenced an ATM program.
  • · Issued 3.34 million shares through a marketed offering.
• · Successfully issued a 5th bond offering in Israel.
  • · Became duly listed on the NYSE/TASE and this was the first offering under Strawberry Fields REIT Inc.
• · Grew the Company's shareholder base to over 4,000 individual shareholders.
• · Traveled to 10+ conferences, nationwide, to meet new shareholders and present for the Company.
• · Completed the acquisition of 17 skilled nursing and assisted living facilities for \$130.1 million.
  • · The Company entered into two new states.
  • · Began relationships with 4 new Operators.
  • · Reduced the affiliated tenant to ~50% of the portfolio.
• · Re-tenanted the entire Kentucky Portfolio with a new tenant which commenced a 10-year, triple-net, master lease.
• · Increased the quarterly dividend to \$0.14 cents a share (4th increase since we made our first payment in December 2022).
• · Company Growth/ Financial Highlights from YE 2023 ===> YE 2024
  • · # of Facilities-107 === 124
  • · Assets-\$617mm ============================================================================================================================================================== \$788mm
  • · Rental Income-\$100mm =======================================================================================================================================================
  • · AFFO-\$53mm \$56mm

3

· AEBITDA-\$79mm ==============================================================================================================================================================

Strawberry Fields REIT Balance Sheet

CONSOLIDATED BALANCE SHEETS

			Year-End
	(Amounts in \$000's)		2024	2023	Change	0/0
	Assets
	Real estate investments, net	S	609,058	518,314	90,744	17.5%
	Cash and cash equivalents		48,373	12,173	36,200	297.4%
	Restricted cash and equivalents		45,283	25,585	19,698	77.0%
	Straight-line rent receivable, net		27,702	23,334	4,368	18.7%
	Right of use lease assets		1,204	1,542	-338	-21.9%
	Goodwill, other intangible assets and lease rights		27,947	8,604	19,343	224,8%
	Deferred financing expenses		6,162	6.035	127	2.1%
	Notes receivable, net		16,585	17.706	-1.121	-6.3%
	Other assets		5.275	3.502	1.773	50.6%
	Total Assets	S	787,589	616,795	170,794	27.7%
	Liabilities
	Accounts payable and accrued liabilities	S	18,718	16.907	1.811	10.7%
	Bonds, net		209,944	100,294	109,650	109.3%
	Notes payable and other debt		460,591	436.192	24,399	5.6%
	Operating lease liabilities		1,204	1.542	-338	-21.9%
	Other liabilities		13,561	14.587	-1,026	-7.0%
	Total Liabilities	S	704,018	569,522	134,496	23.6%
	Total Equity	S	83,571	47,273	36,298	76.8%
4	Total Liabilities and Equity	S	787,589	616,795	170,794	27.7%

-

Q1 2025 Strawberry Fields REIT Balance Sheet

CONSOLIDATED BALANCE SHEETS (ES TIMATED)

	March 31.
(Amounts in \$000's)	2025		2024 Change			0/0
Assets
Real estate investments, net	S	629,376	S	511,120	S	118,256	23.1%
Cash and cash equivalents		42,314		15.145		27,169	179.4%
Restricted cash and equivalents		28,772		23,586		5.186	22.0%
Straight-line rent receivable, net		29,159		24,302		4.857	20.0%
Right of use lease assets		1,117		4.413		-3.296	-74.7%
Goodwill, other intangible assets and lease rights		76,239		25,700		50,539	196.6%
Deferred financing expenses		5,961		5,874		87	1.5%
Notes receivable, net		16,348		17,280		-932	-5.4%
Other assets		5,560		7.500		-1.940	-25.9%
Total Assets	S	834,847	S	634,920	ಕೆ.	199,927	31.5%
Liabilities
Accounts payable and accrued liabilities	S	14,736	S	11.639		3.097	26.6%
Bonds, net		206,188		125,571		80,617	64.2%
Senior debt, net of discounts		457,322		433,345		23,977	5.5%
Notes payable and other debt		48,892		0		48,892	100.0%
Operating lease liabilities		1,117		4.413		-3.296	-74.7%
Other liabilities		19,400		11,728		7,672	65.4%
Total Liabilities	S	747,654	ટે	586.696	S	160.958	27.4%
Total Equity	S	87,193	S	48,224	S	38,969	80.8%
Total Liabilities and Equity	S	834,847	S	634,920	డి	199,927	31.5%

2024 Strawberry Fields REIT Income Statement

CONSOLIDATED STATEMENTS OF INCOME

		Year-End
(Amounts in S000's)	2024		2023	Change	0/0
Revenues
Rental revenues	S	117,058	99,805	17.253	17.3%
Expenses:
Depreciation	S	29,031	26,207	2,824	10.8%
Amortization		4.657	3.028	1.629	53.8%
Loss on real estate investment impairment			2.451	(2,451)	-100.0%
General and administrative expenses		6.851	5,662	1,189	21.0%
Property taxes		14,489	14,459	30	0.2%
Facility rent expenses		727	559	168	30.1%
Total expenses		55.755	52.366	3.389	6.5%
Income from operations		61.303	47.439	13.864	29.2%
Interest expense, net	S	(32,603)	(24,443)	(8,160)	33.4%
Amortization of deferred financing costs		(657)	(560)	(97)	17.3%
Mortgage insurance premium		(1,548)	(1.671)	123	-7.4%
Total interest expense		(34,808)	(26.674)	(8,134)	30.5%
Other Income/(Loss):
Other Income (Loss)		10	(\$21)	231	-101.9%
Net income		26,505	20,244	6.261	30.9%

Q1 2025 Strawberry Fields REIT Income Statement

CONSOLIDATED STATEMENTS OF INCOME

(ESTIMATED)

	Three Months Ended March 31,
(Amounts in \$000's)		2025		2024		Change	0/0
Revenues
Rental revenues	S	37,333	S	27,834		9,499	34.1%
Expenses:
Depreciation	S	8,682	S	7,194	S	1.488	20.7%
Amortization		2,588		904		1.684	186.2%
General and administrative expenses		2,201		1,544		657	42 50%
Property taxes		3.651		3,714		-63	-1.7%
Facility rent expenses		149		193		-44	-23.0%
Provision for doubtful accounts		-144				-144	100.0%
Total expenses	S	17,127	S	13,549	S	3.578	26.4%
Income from operations	S	20,206	S	14,285	S	5,921	41.5%
Interest expense, net		-\$12,636		-87,732		-\$4,904	63.4%
Amortization of deferred financing costs		-200		-161		-39	24.2%
Mortgage insurance premium		-387		-400		13	-3.2%
Total interest expense		-\$13,223		-\$8,293		-\$4,930	59.5%
Other Income		88				88	100.0%
Net income	S	6.991	S	5.992	S	999	16.7%

Facility Map & Investment Strategy

8

Investment Criteria & Growth Strategy

• · 10% projected ROI
• · 20% projected levered IRR over a 10-year investment horizon (initial term of the lease)
• · 12% projected ROE at 50% LTV with 8% interest
• · Acquisition of facilities in existing states, nearby (+/- 100 miles) to existing facilities.
• · Acquisition of facilities in new states would require a portfolio in excess of 5 facilities.
• · Expand the REIT's footprint with experienced operators.
• · Focus on smaller deals that are typically off-market and not typically sought by larger REITs.

Facility Type Allocation

Facility Operator & State Diversification*

STRANBERRY

Adjusted EBITDA 2018 – 2024

Base Rent* Growth 2018 - 2024

12 * Average Base Rent is calculated as the annual rents collected from tenants, including straight-line adjustments.

Assets Growth 2018 - 2024

Industry Leading Growth In AFFO

Significant AFFO Growth driven Accretive reinvestment of cash flow, scaling operations and utilizing HUD debt

14

1) 2019 and 2020 shares calculated based on numbership units outstanding each year and assumed same conversion ratio as formation transaction

Historical STRW Stock Price

Debt Structure as of December 31, 2024

Debt Maturity

"Since 2015 he Comput Instances of book bet on the Tel A viv Stock Exclumer, of Wich two have been paid off. The Inst four box swee issued under the Stravberty Fields REFF L

Disclaimer

The information contained in this presentation doe all-inclusive and neither the Company nor any of its subsidiaties or their respective stockholders affiliats, representatives, contres, members, marages, directors, offices, conployees, advisers or agents nake any representation of warranty, expess or implicd, as to the accuracy, completess or reliability of the information. You should consult with your own counsel and financial advisors as to legal and related natters concerning the matters described herein. To the fullest extent permitted by law, in no circumstances will the Company or any of its subsidiants or their respectives, control personatives, control persons, partners, manbers, manages, directors, offices, contisers or agents be responsible or linet, indinet or conscreatial loss of loss of bis of the sistem the necesses ansign connection therewith.

Forward-Looking Statements

Certain statenents in this presentation are "forvard-hoking statements" within the meaning of the U.S. federal securites laws. Forward-looking statements provide our current expectations of future events and are not statements of historical fact. These forvard-looking statements include information about possible or assumed future events, including, among other things, discussion and analysis of our financial condition, results of operations, FFO, our strategic plans and objectives, cost management, potentisitors, anticipated capital expenditures (and access to capital), anounts of anieipated cash variations of these words and other nutlers. Words such as "micipales," "plant" "plan" "belires" "vesks" "cetars" are not guaranes are not guaranes are not guaranes of funct performance and are subject to risks, uncertainties and of which are beyond our control, are difficult to predict and/or could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

Forward-looking statements. Except as other internet of filse. You are contined to not partiered to not paceanters to reflect changed assumptions, the occurrence of unanticipated events or actual operating results.

Fiscors that may case actual really from current expectations include, but are not linited or nation factors beyon managements control Company's Form S-3A filed with the Scentes and Exclange Commission (the "SEC") on July 25, 2024. Nothie in the presentation alsoil be rearded as a statements will be achieved. You slout not plane on forward-looking statements in this precented and the date the date the date the date the date the company anderakes no duty to update these forward-looking statements.

Use of Projections

This presentation contains projected financial interest to the Company. Such projected financial information constitutes forward-looking information and is for illustrative purposes only in the such financial forcest information are interestly uncertain and are subject to a wide variety of significant business, connectimics that could cause actual results to differ naterially from those contained in such prospective financial information.

Disclaimer Regarding Non-GAAP Financial Measures

This presentation includes certain non-GAAP financial necepted accounting principles. The Company presents non-GAP financial measures when it believes that the additional information is useful and meaningful to investors.

The Company believes that net income as defined by GAAP is the nost appropriate earnings measure. We also believe that finds from operations ("FFO"), as defined in accordance with the definition is del Presses of the Leste Investment Thuse ("Nxert") and acounting onvention used or real or real or real or real or real or real asses requires straight-line depreciation (except on land), such accounting presentation inplies that the value of real estate asses diministes predicably over time. However, since real estate values lastorically risen or fallen with market and other conditions of operating results for a REIT that use listorical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a supplemental measure of REITs that excludes historical cost depreciation, among other items, from net income, as defined by GAAP. FFO is defined as net income, computed in accordance with GAAP, excluding gains or losstate dispositions, plus real estate depreciation and anortization. AFFO is defined as FFO excluding the impact of straight-ine rent, above-below-markshion and certain non-recurring itens. We believe that the use of FFO, combined vith the required GAAP presentations, improves the understanding of our operating results and makes comparisons of operating results anong REITs more meaningful. We consider FFO and AFFO to be useful measures for reviewing and financial performance because, by excluding the applicable items listed above, FFO and AFFO can help investors compare our operiods or as compared to other companies.

While FFO and AFFO are relevant and widely used mance of RET's, they do not represent cash flows from operations or net income is defined by GAAP and stould not be consideres to these neasures in evaluating or oceants procently procently procently promance. FFO and AFFO also de cash requirences. Furler, our computation of FFO and AFFO may no FFO and AFFO reported by other RETTs that do not deline FPO in
accordance with the curcul NARET definition or

We believe that the use of FFO, AFFO, EBITDA (which an be defined as EBITDA net of the effects of straigh-line rent, gainloss on currency translation costs and the effects of credity accounts) are leipful to our investors as these netries are used by mangement in assessing the health of our business and our operating performance. The non-GAAP financial measures set forth in this presentation are reconciliated to the most directly comprable GAAP measures in our annual report Form 10-K filed with the SEC on March 13, 2025. Such reconcillations are also available on our website at www.strawberryfieldsreit.com.

This presentation also contains estimation concerning our industry that are based on industry publications, surveys and forceast. This information includes industry data obtains and independently verfied the ecury or completenss of the misstationents ontained in sch industry data, but it has not independently vertiled it acuracy or completenss of such information contained in this presentation.

No Offer

This presentation does not of a soliciation of an offer, or buy or sell any securities, investier, product or anchoffer, solicitation of any unlawful prior to registmion or qualification under the securities Act, or an exemplion Merchine Mell be mates COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THIS PRESENTATION.

Moishe Gubin Chairman & CEO Mgubin@sfreit.com

Jeff Bajtner Chief Investment Officer Jbajtner@sfreit.com

6101 Nimtz Parkway South Bend, IN 46628 574.807.0800