StratCap Digital Infrastructure REIT: No Sale, No Distributions, and 1.9 Million Shares a Month Asking to Get Out

What the letter says, and what it does not

The stockholder letter is Exhibit 99.1 to the Form 8-K filed on September 23, 2026 (accession 0001104659-26-109996). It is one page. The operative sentence: "Based on this process and subsequent review, the Board decided not to pursue a sale of the Company at this time." The board "retained a financial advisor that engaged in discussions with potential counterparties." That is the whole account of what happened between April and September: someone was hired, conversations were had, and no buyer emerged at a price the board would take. The letter does not say how many parties looked, what they offered, or why the board said no.

Everything after that sentence is a list of things the board might do. It "will continue to evaluate the Company's business plan and consider other alternatives, including potential asset sales or other strategic transactions, measures to manage the Company's liabilities, capital structure and liquidity, and potential special distributions or other returns of capital in connection with any completed transaction." Then, in case a reader took that as a plan: "The Board has not made a decision to pursue any particular alternative."

Two things in the letter are new information. First, the sponsor's stake: "approximately 16% of the Company's outstanding shares," up from the 14.7% reported at December 31, 2025 in the Form 10-K (accession 0001104659-26-037680). Nobody bought shares in 2026 (the offering closed April 30), so the increase is consistent with a shrinking denominator: the company repurchased 538,509 shares from other holders in the first half. Second, the signature. The July 8 letter was signed by Jim Condon as president and chairman. This one is signed by Adam Baxter. Condon resigned from all three roles on July 31, 2026, "not due to any disagreement," per the Form 8-K filed August 4 (accession 0001104659-26-090271). Baxter is a managing director at HMC Capital, the sponsor's Australian parent, and had been the company's secretary since July 2025.

What the letter does not mention: the distribution suspension, the repurchase suspension, the NAV, the cash balance, or the $20.9 million of repurchase requests the company is sitting on. For those you need the June 30 Form 10-Q (accession 0001104659-26-097005), filed August 14, and it is where the rest of this page comes from.

Five months, four filings, one decision

The company's own explanation for the review, repeated in the 10-Q, is worth quoting because it names the mechanism: "a challenging fundraising environment in the retail investor channel marked by increased repurchase requests." A non-traded REIT that sells shares monthly can pay redemptions out of new money. This one stopped selling shares (to anyone but its sponsor, as the next section shows) and the requests kept coming.

The queue at the door

Both 2026 Form 10-Qs disclose, month by month, how many shares holders asked to have repurchased and how many the company actually bought back. The first quarter table is in the March 31 10-Q (accession 0001104659-26-062309); the second is in the June 30 10-Q.

Three readings of that table. The requested column is a queue, not a flow: an unfulfilled request stays on file, so the 1.9 million in June is mostly the same holders who asked in April, plus new ones. Even so, the queue grew by about 405,000 shares between March and June with the door already shut. Second, the cap was binding before the suspension: in each of the first three months the company bought back exactly the 1.67% of NAV its program allows and no more, so roughly one share in nine that asked to leave got out. Third, the dollar figure. At June 30 the unfulfilled requests were $18,343,321 of common shares and $2,556,707 of operating partnership units at the June NAV, $20,900,028 in total. That is 18.6% of the company's stated NAV, and 76% of its cash.

Holders of operating partnership units (Class P and PX, 1,285,664 units) have the same queue in miniature: 263,071 units requested in each of April, May and June, none repurchased.

What the $9.63 is made of

The NAV that the repurchase queue is priced at is not the balance sheet. The 8-K that approved it (accession 0001104659-26-086698) shows the bridge, and so does each 10-Q. The line that matters is the second-to-last one.

The company's own footnote explains the add-back: these are "operating expenses and organizational and offering costs funded by the Company" that "are added back to the Company's net asset value until they are amortized." The logic is that the advisor is contractually on the hook to repay whatever has not been amortized within four to five years, so the company counts the receivable as value. The 10-Q says a promissory note for $13,459,476 covers it, guaranteed by HMC Capital Limited, and "in the event of the liquidation of the Company, the remaining unamortized amounts, if any, would be repaid by the Advisor to the Company."

So the add-back is real money only in one scenario, liquidation, and the letter just said the board has not decided to pursue that. In every other scenario it amortizes: $15.2 million at year-end became $14.1 million in March and $13.0 million in June, about $1.0 to $1.1 million a quarter coming out of NAV on schedule, with no cash moving. Two other things about the composition. Cash is $2.37 per unit, and the queue of holders who want out is priced at $9.63. And the largest asset at 45% of NAV is not property the company controls: it is a 51% stake in an unconsolidated joint venture with DataCom, LP, accounted for under the equity method because "the Datacom JV is under the shared control of the two joint venture partners." The JV lost the company $2,791,381 in the first half of 2026; the company's net loss for the half was $4,375,801, or $0.37 per share.

Where the money went in 2025 and the first half of 2026

The April letter frames the tower sale as having "maximized value for our stockholders." The sale closed December 22, 2025 at $55,105,862 gross, and the letter says $38.5 million was left after repaying $16.5 million of the revolver, transaction costs and "required reserves." Cash on the balance sheet went from $42.0 million at year-end to $27.6 million at June 30, a $14.5 million decline in six months. The 10-K and 10-Q account for most of it:

• Repurchases: $21.2 million of shares and units in 2025, then $5,348,261 of shares plus $670,112 of units in the first quarter of 2026, then $46,810 in the second quarter after the suspension.
• Distributions: $6,677,827 declared in 2025 and $2,115,616 in the first half of 2026. The 10-Q's "source of funds" table attributes the entire 2026 amount to "offering proceeds" ($1,556,007 in cash) and DRP shares ($559,609). Not one dollar of it is attributed to operations, which is consistent with a company that lost $4.4 million in the period.
• The revolver: $18.1 million drawn, "no further borrowing capacity." It matures March 15, 2028. The 10-Q calls cash the company's "current total liquidity."

The distribution suspension therefore preserves about $1.4 million a quarter (the annualized $0.54 a share on 10.4 million shares, before what would have been reinvested through the DRIP). The repurchase suspension preserves far more: at the 1.67% monthly cap the company was paying out roughly $1.8 million a month, $5.4 million a quarter.

The sponsor's position

This is the part of the story a holder should read twice, because the sponsor's alignment is the letter's closing argument: "Our Sponsor is the Company's largest stockholder, holding approximately 16% of the Company's outstanding shares, and remains closely aligned with you."

How it got there, from the 10-K: the public offering, which ran from 2024 to April 30, 2026, "raised $30.8 million from the sale of shares of common stock" in 2025, and "the Sponsor contributed $29.1 million of the total gross offering proceeds." The 10-Q gives the final count: 3,052,289 Class I shares issued in the public offering, "including 2,939,649 Class I shares to the Sponsor." Outside investors bought 112,640 Class I shares and 69,793 Class T shares in the entire public offering. The retail money, $117,035,800 for about 11.5 million shares, came in through the private offering that ran from July 2021 to February 2025 and was sold through financial advisors at roughly $10 a share.

Then, between September 26 and December 31, 2025, the board accepted the "cancellation of 1,150,000 Class I shares held by the Sponsor for no consideration." At the December NAV that is about $11.6 million of the sponsor's own shares handed back, which mechanically lifts NAV per share for everyone else. It is a form of support, and it is also the reason the sponsor's percentage is 16% rather than something closer to 25%.

On the other side of the ledger: the advisor earns 1.25% of NAV a year as a management fee (about $1.4 million on the June NAV), deferred since April 30 at its own discretion and payable "upon prior notice to the Company." The performance participation, which needs a 5% total return to pay, paid nothing in 2026 and $165,100 in the first half of 2025. The advisory agreement was renewed for another year on August 17, five weeks before the board decided not to sell.

What a holder can actually do

The list is short, and the filings are explicit about each item.

• The repurchase program will not take your request unless a stockholder has died or qualifies as disabled. The April letter: "any previously submitted repurchase requests that have not been processed will not be fulfilled unless the Board reinstates the SRP." The board "will continue to evaluate the Company's Repurchase Program on a quarterly basis."
• The vote on November 13 is not about any of this. The proxy (accession 0001104659-26-109878) puts two items on the ballot, directors and the auditor. The 2025 meeting reached quorum with 50.05% of shares; a holder who wants the board to hear something has the meeting itself, where "there will be an opportunity during the meeting for your questions," and a financial representative, which is who the letter tells you to contact.
• There is no listed price. No StratCap class trades on an exchange. We do not have a secondary-market quote for these shares and are not going to invent one; if you are offered one, the number above to compare it with is $8.52, the June NAV without the add-back, and $2.37, the cash per unit.
• The next filings that can change the picture, in order: any Form 8-K announcing an asset sale (the letter names "potential asset sales" first among the things it will evaluate); the September 30 NAV, due by 8-K around late October on the quarterly schedule adopted in March; and the third-quarter Form 10-Q, due around November 14, which will update the repurchase queue, the cash balance and the add-back. If the two data centers or the JV stake are sold, the letter says a special distribution "would depend on, among other things, the completion and terms of any asset sale," reserves and board approval.

The company's own record of every filing, with links, is on its vehicle page. For how an NAV REIT's share class changes what a holder actually receives, the share class fee calculator applies to StratCap's A, AX, I, IX and T classes as well.

FAQ

All figures are from the filings cited, read in full on EDGAR on September 24, 2026. Per-unit figures divide the company's reported total NAV and cash by the 11,644,918 shares and units it reports outstanding at June 30, 2026; the "NAV without the add-back" figure is our arithmetic, not the company's. This is analysis of public documents, not investment, legal or tax advice.