Strawberry Inc.

Board/Management Information • Dec 18, 2024

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) December 18, 2024

Strawberry Fields REIT, Inc.

(Exact name of registrant as specified in its charter)

(Commission file number)

Maryland 001-41628 84-2336054 (State or other jurisdiction of incorporation)

6101 Nimtz Parkway South Bend, Indiana 46628 (Address of principal executive offices) (Zip Code)

(IRS employer identification no.)

(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, \$0.0001 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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 18, 2024, the Board of Directors of Strawberry Fields REIT, Inc. (the "Company') elected Stanford Gertz, Ted Lerman, and Mark L. Myers as members of the Board.

The Board has determined that Mr. Gertz, Mr. Lerman, and Mr. Myers each meet the standards of independence under the listing standards of the NYSE American. There is no arrangement or understanding between any of the three new directors and any other person pursuant to which he was selected as a director. None of them has any direct or indirect interest in any transaction with the Company that would qualify as a related party transaction under Item 404(a) of Regulation S-K. Each of the new directors will receive compensation for his service on the Board in accordance with the Company's standard compensation arrangement for non-employee directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Exhibit Name	Filed Herewith
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	*

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: December 18, 2024

By: /s/ Moishe Gubin Moishe Gubin

Chief Executive Officer and Chairman