Strawberry Fields REIT, Inc.

Previous wording

● risks and uncertainties related to the national, state and local economies, particularly the economies of Arkansas, Illinois, Indiana, Kentucky, Michigan, Ohio, Oklahoma, Tennessee and Texas, and the real estate and healthcare industries in general;

Current wording

● risks and uncertainties related to the national, state and local economies, particularly the economies of Arkansas, Illinois, Indiana, Kansas, Kentucky, Missouri, Ohio, Oklahoma, Tennessee and Texas, and the real estate and healthcare industries in general;

Previous wording

Strawberry Fields REIT, Inc. (the “Company”) is engaged in the ownership, acquisition, financing and triple-net leasing of skilled nursing facilities and other post-acute healthcare properties. Currently, our portfolio consists of 130 healthcare properties with an aggregate of 15,418 licensed beds. We hold fee title to 129 of these properties and hold one property under a long-term lease. These properties are located in Arkansas, Illinois, Indiana, Kentucky, Missouri, Ohio, Oklahoma, Tennessee and Texas. We generate substantially all our revenues by leasing our properties to tenants under long-term leases primarily on a triple-net basis, under which the tenant pays the cost of real estate taxes, insurance and other operating costs of the facility and capital expenditures. Each healthcare facility located at our properties is managed by a qualified operator with an experienced management team.

Current wording

Strawberry Fields REIT, Inc. (the “Company”) is engaged in the ownership, acquisition, financing and triple-net leasing of skilled nursing facilities and other post-acute healthcare properties. Currently, our portfolio consists of 132 healthcare properties with an aggregate of 15,542 licensed beds. We hold fee title to 131 of these properties and hold one property under a long-term lease. These properties are located in Arkansas, Illinois, Indiana, Kansas, Kentucky, Missouri, Ohio, Oklahoma, Tennessee and Texas. We generate substantially all our revenues by leasing our properties to tenants under long-term leases primarily on a triple-net basis, under which the tenant pays the cost of real estate taxes, insurance and other operating costs of the facility and capital expenditures. Each healthcare facility located at our properties is managed by a qualified operator with an experienced management team.

Previous wording

We are entitled to monthly rent paid by the tenants and we do not receive any income or bear any expenses from the operations of such facilities. As of June 30, 2025, the aggregate annualized average base rent under the leases for our properties was approximately $141.9 million.

Current wording

We are entitled to monthly rent paid by the tenants and we do not receive any income or bear any expenses from the operations of such facilities. As of September 30, 2025, the aggregate annualized average base rent under the leases for our properties was approximately $142.3 million.

Previous wording

We elected a REIT status for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2022. We are organized in an UPREIT structure in which we own substantially all of our assets and conduct substantially all of our business through the Operating Partnership. We are the general partner of the Operating Partnership and as of the date of the report own approximately 23.3% of outstanding OP units.

Current wording

We elected a REIT status for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2022. We are organized in an UPREIT structure in which we own substantially all of our assets and conduct substantially all of our business through the Operating Partnership. We are the general partner of the Operating Partnership and as of the date of the report own approximately 22.7% of outstanding OP units.

Previous wording

On April 4, 2025, the Company completed the acquisition for a skilled nursing facility with 112 licensed beds near Houston, Texas. The acquisition was for $11.5 million. The Company funded the acquisition utilizing cash from the balance sheet. The facility was leased to an existing third party operator and added to their Master Lease (Texas Master Lease 2). The initial annual base rents are $1.3 million dollars and subject to 3% annual rent increases.

Current wording

On April 4, 2025, the Company completed the acquisition for a skilled nursing facility with 112 licensed beds near Houston, Texas. The acquisition was for $11.5 million. The Company funded the acquisition utilizing cash from the condensed consolidated balance sheets. The facility was leased to an existing third party operator and added to their Master Lease (Texas Master Lease 2). The initial annual base rents are $1.3 million dollars and subject to 3% annual rent increases.

Previous wording

On June 24, 2025, the Company issued 312.0 million NIS in Series B Bonds on the Tel Aviv stock exchange (“TASE”), which is approximately $89.5 million. The bonds are unsecured, were issued at par and have a fixed interest rate of 6.70%. Repayment of the bond principal, at 4% of the principal, will be paid in the years 2026 through 2028, with the remaining 88% due in June 2029. Interest payments will be due semi-annually on June 30th and December 30th of the years 2025 through maturity in 2029.

Current wording

On June 24, 2025, the Company issued 312.0 million NIS in Series B Bonds on the TASE, which is approximately $89.5 million. The bonds are unsecured, were issued at par and have a fixed interest rate of 6.70%. Repayment of the bond principal, at 4% of the principal, will be paid in the years 2026 through 2028, with the remaining 88% due in June 2029. Interest payments will be due semi-annually on June 30th and December 30th of the years 2025 through maturity in 2029.

Previous wording

On July 1, 2025, the Company completed the acquisition of nine skilled nursing facilities, comprised of 686 beds, located in Missouri. The acquisition was for $59,000,000 and the Company funded the acquisition utilizing working capital. Eight of the facilities were leased to the Tide Group and were added to the master lease the Company entered into in August 2024. This acquisition increased Tide Group’s annual rents by $5.5 million. The ninth facility was leased to an affiliate of Reliant Care Group L.L.C. The facility was added to the master lease the Company assumed in December 2024 and increased Reliant Care Group’s annual rents by $0.6 million.

Current wording

On July 1, 2025, the Company completed the acquisition of nine skilled nursing facilities, comprised of 686 beds, located in Missouri. The acquisition was for $59 million and the Company funded the acquisition utilizing cash from the condensed consolidated balance sheets. Eight of the facilities were leased to the Tide Group and were added to the master lease the Company entered into in August 2024. This acquisition increased Tide Group’s annual rents by $5.5 million. These properties are subject to an annual rent increase of 3% and the initial term is 10 years. The ninth facility was leased to an affiliate of Reliant Care Group L.L.C. The facility was added to the master lease the Company assumed in December 2024 and increased Reliant Care Group’s annual rents by $0.6 million.

Previous wording

On July 1, 2025, the Company sold Chalet of Niles, a property in Michigan that was formally part of the Landmark Master Lease, to a third-party purchaser. The property sold for $2.7 million dollars. A gain of $0.1 million dollars resulted from this sale. The seller also received financing from the Company for the acquisition. The financing was $2.4 million for three years and is interest only, with an annual interest rate of 10%. The financing has a balloon payment at the end of year three.

Current wording

On July 1, 2025, the Company sold Chalet of Niles, a property in Michigan that was formally part of the Landmark Master Lease, to a third-party purchaser. The property sold for $2.7 million dollars. A loss of $0.01 million dollars resulted from this sale. The buyer received financing from the Company for the acquisition. The financing was $2.4 million for three years and is interest only, with an annual interest rate of 10%. The financing has a balloon payment at the end of year three.

Previous wording

On July 22, 2025, the Company entered into a purchase agreement for a skilled nursing facility with 80 licensed beds near McLoud, Oklahoma. The acquisition was for $4.25 million. The Company funded the acquisition utilizing cash from the condensed consolidated balance sheet. The initial annual base rents are $0.4 million dollars and subject to 3% annual rent increases. The closing date of the transaction was August 5, 2025.

Current wording

On August 5, 2025, the Company completed the acquisition for a skilled nursing facility with 80 licensed beds near McLoud, Oklahoma. The acquisition was for $4.25 million. The Company funded the acquisition utilizing cash from the condensed consolidated balance sheets. The initial annual base rents are $0.4 million dollars and subject to 3% annual rent increases. The initial term is 10 years and includes two 5-year extension options.

Previous wording

As a landlord, the Company does not control the operations of its tenants, including related party tenants, and is not able to cause its tenants to take any specific actions to address trends in occupancy at the facilities operated by its tenants, other than to monitor occupancy and income of its tenants, discuss trends in occupancy with tenants and possible responses, and, in the event of a default, exercise its rights as a landlord. However, Moishe Gubin, our Chairman and Chief Executive Officer, and Michael Blisko, one of our directors, as the controlling members of 66 of our tenants and related operators, have the ability to obtain information regarding these tenants and related operators and cause the tenants and operators to take actions, including with respect to occupancy.

Current wording

As a landlord, the Company does not control the operations of its tenants, including related party tenants, and is not able to cause its tenants to take any specific actions to address trends in occupancy at the facilities operated by its tenants, other than to monitor occupancy and income of its tenants, discuss trends in occupancy with tenants and possible responses, and, in the event of a default, exercise its rights as a landlord. However, Moishe Gubin, our Chairman and Chief Executive Officer, and Michael Blisko, one of our directors, as the controlling members of 67 of our tenants and related operators, have the ability to obtain information regarding these tenants and related operators and cause the tenants and operators to take actions, including with respect to occupancy.

Previous wording

Depreciation and amortization: The increase in depreciation and amortization of $3.1 million or 37% is primarily due to new properties and lease rights purchased since June 30, 2024 offset by lower depreciation from fully depreciated assets.

Current wording

Depreciation and amortization: Depreciation and amortization increased by $3.5 million or 42% primarily due to the acquisition of new properties and lease rights compared to September 30, 2024. This was partially offset by reduced depreciation from fully depreciated assets and the disposition of one property.

Previous wording

Interest expense, net: The increase in interest expense of $3.7 million or 48% is primarily due to an increase in the additional interest from a new loan from a commercial bank, the Series A and Series B Bond issuances, as well as additional sales of existing bond series that occurred since 2Q 2024.

Current wording

Interest expense, net: Interest expense increased by $4.4 million or 51% primarily due to additional interest incurred from a new commercial bank loan, the issuance of Series A and Series B Bond issuances.

Previous wording

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024:

Current wording

Nine Months Ended September 30, 2025, Compared to Nine Months Ended September 30, 2024:

Previous wording

Rental revenues: The increase in rental revenue of $18.1 million or 32% is due to the acquisition of new properties and the renegotiation of certain leases.

Current wording

Rental revenues: Total rental revenues increased by $28.3 million or 33%, primarily due to the net acquisition of 27 properties and the renegotiation of certain master leases, including the Kentucky Master Lease.

Previous wording

Depreciation and amortization: The increase in depreciation of $6.3 million or 38% is primarily due to purchases of new properties and lease rights offset by lower depreciation from fully depreciated assets.

Current wording

Depreciation and amortization: Depreciation and amortization increased by $9.7 million or 39% is driven by the acquisition of new properties and lease rights, partially offset by reduced depreciation from fully depreciated assets and the disposition of one property.

Previous wording

General and administrative: The increase in general and administrative of $0.4 million or 11% is primarily a result of higher professional fees offset by lower legal fees, and insurance costs

Current wording

General and administrative: General and administrative expenses increased by $0.5 million, primarily due to higher professional fees, partially offset by lower legal fees and insurance costs.

Previous wording

Interest expense, net: The increase in interest expense of $8.6 million or 55% is primarily related to an increase in the additional interest on a new loan from a commercial bank and Series A and B Bond issuances, as well as additional sales of existing bond series that occurred since 2Q 2024.

Current wording

Interest expense, net: Interest expense, net, increased by $13.0 million or 54% primarily due to additional interest incurred on a commercial bank loan, Series A and B Bond issuances, and incremental sales of existing bond series since the third quarter of 2024.

Previous wording

Net income: The increase in net income to $15.7 million in 2025 is primarily a result of higher rental income and acquisitions since 2Q 2024 offset by higher interest expenses and higher depreciation and amortization expenses.

Current wording

Net income: Net income increased to $24.5 million in 2025, primarily driven by higher rental income from property acquisitions and lease re-tenanting compared to the third quarter of 2024, partially offset by increased interest expenses, higher depreciation and amortization expenses, an increase in general and administrative expenses as well as higher property tax pass through expenses.

Previous wording

As of June 30, 2025, we had cash and cash equivalents and restricted cash and equivalents of $131.4 million. We also had the ability to offer an additional $67 million in Series A Bonds, $107.7 million in Series C Bonds and an additional $77.3 million in Series D Bonds subject to compliance with covenants and market conditions. Bond B does not have a ceiling for additional issuances; however, the series is subject to compliance with covenants and market conditions.

Current wording

As of September 30, 2025, we had cash and cash equivalents and restricted cash and equivalents of $55.9 million. We also had the ability to offer an additional $75.0 million in Series A Bonds, $115.6 million in Series C Bonds and an additional $82.9 million in Series D Bonds subject to compliance with covenants and market conditions. Bond B does not have a ceiling for additional issuances; however, the series is subject to compliance with covenants and market conditions.

Previous wording

We may utilize various types of debt to finance a portion of our acquisition activities, including long-term, fixed-rate mortgage loans, variable-rate term loans and secured revolving lines of credit. As of June 30, 2025, on a condensed consolidated basis, we had total indebtedness of approximately $794.1 million, consisting of $258.2 million in HUD guaranteed debt, $323.3 million in Series A, Series B, Series C Bonds and Series D Bonds outstanding, and $165.8 million in commercial mortgages loans. Under our bonds and our commercial mortgages loans, we are subject to continuing covenants, and future indebtedness that the Company may incur may contain similar provisions. In the event of a default, the lenders could accelerate the timing of payments under the debt obligations, and we may be required to repay such debt with capital from other sources, which may not be available on attractive terms, or at all, which would have a material adverse effect on our liquidity, financial condition, results of operations and ability to make distributions to our stockholders.

Current wording

We may utilize various types of debt to finance a portion of our acquisition activities, including long-term, fixed-rate mortgage loans, variable-rate term loans, notes payable and secured revolving lines of credit. As of September 30, 2025, on a condensed consolidated basis, we had total indebtedness of approximately $779.4 million, primarily consisting of $313.9 million in Series A, Series B, Series C and Series D Bonds outstanding, $256.1 million in HUD guaranteed debt, $164.5 million in commercial mortgages loans and a $44.8 million note payable. Under our bonds and our commercial mortgages loans, we are subject to continuing covenants, and future indebtedness that the Company may incur may contain similar provisions. In the event of a default, the lenders could accelerate the timing of payments under the debt obligations, and we may be required to repay such debt with capital from other sources, which may not be available on attractive terms, or at all, which would have a material adverse effect on our liquidity, financial condition, results of operations and ability to make distributions to our stockholders.

Previous wording

Through 2029 there are six balloon payment obligations consisting of a payment of $73.8 million due under the Series C Bonds in 2026, a payment of $89.8 million due under the Series A Bonds in 2026, a payment of $52.3 million due under the Series D Bonds in 2026, a payment of $57.1 million due under our commercial bank mortgage loan facility due in 2027, a payment of $36.6 million due under our commercial bank mortgage loan facility due in 2028, a payment of $81.4 million due under the Series B Bonds in 2029 and a payment of $52.7 million due under our commercial bank mortgage loan facility due in 2029. We may also obtain additional financing that contains balloon payment obligations. These types of obligations may adversely affect us, including our cash flows, financial condition and ability to make distributions.

Current wording

Through 2029 there are six balloon payment obligations consisting of a payment of $74.9 million due under the Series C Bonds in 2026, a payment of $91.4 million due under the Series A Bonds in 2026, a payment of $53.2 million due under the Series D Bonds in 2026, a payment of $57.1 million due under our commercial bank mortgage loan facility due in 2027, a payment of $36.6 million due under our commercial bank mortgage loan facility due in 2028, a payment of $83.0 million due under the Series B Bonds in 2029 and a payment of $52.7 million due under our commercial bank mortgage loan facility due in 2029. We may also obtain additional financing that contains balloon payment obligations. These types of obligations may adversely affect us, including our cash flows, financial condition and ability to make distributions.

Previous wording

Net cash provided by operating activities was $48.8 million for the six months ended June 30, 2025 and primarily consisted of net earnings of $15.7 million adjusted by depreciation and amortization of $22.6 million offset by an increase in assets of $0.7 million and a decrease in other accrued liabilities of $8.3 million. Net cash provided by operating activities was $22.6 million for the six months ended June 30, 2024 and primarily consisted of net earnings of $13.0 million adjusted by depreciation and amortization of $16.3 million

Current wording

Net cash provided by operating activities was $69.5 million for the nine months ended September 30, 2025, primarily reflecting net earnings of $24.5 million, adjusted by depreciation and amortization of $34.4 million, an increase in accounts payable and accrued liabilities and other liabilities of $9.9 million, foreign currency translation adjustments of $3.8 million, and amortization of bond issuance costs of $2.0 million. These increases were partially offset by a $5.6 million increase in straight-line receivables. For the nine months ended September 30, 2024, net cash provided by operating activities was $34.5 million, primarily reflecting net earnings of $19.9 million adjusted by depreciation and amortization of $24.7 million and foreign currency translation adjustments of $0.9 million. These increases were partially offset by a $6.1 million decrease in accounts payable and accrued liabilities and other liabilities, a $3.1 million increase in straight-line rent receivables, and a $2.8 million increase in other assets.

Previous wording

Cash used in investing activities for the six months ended June 30, 2025 was comprised of $40.4 million for the acquisition of properties for Kansas Master Lease, a property in Oklahoma as well as a property in Texas. This was offset by $0.1 million in principal payments on notes receivable. Cash used in investing activities was $23.3 million for the six months ended June 30, 2024 was comprised of the acquisition of the lease rights to the Indiana Master Lease 2 as well as the new facility in Georgetown, Indiana offset by $0.6 million of principal payments on notes receivable.

Current wording

Cash used in investing activities for the nine months ended September 30, 2025 totaled $107.3 million, primarily related to the acquisition of properties for the acquisition of 9 properties in Missouri, the Kansas Master Lease, and 4 other individual properties in Oklahoma, Texas and Missouri. For the nine months ended September 30, 2024, cash used in investing activities was $43.0 million, primarily reflecting the acquisition of the lease rights to the Indiana Master Lease 2 and six properties located in Indiana, Tennessee and Texas. These acquisitions were offset by $0.9 million in principal payments on notes receivable.

Previous wording

Cash provided by financing activities for the six months ended June 30, 2025 was comprised of proceeds from the issuance of Series B Bonds $86 million offset by Non-controlling interest distributions of $12.0 million, repayments of senior debt $36.6 million, dividend payments of $3.5 million and $4.0 million in repayments of the note payable. Cash provided by financing activities for the six months ended June 30, 2024 were primarily comprised of a issuance of Series D Bonds of $25.7 million. These amounts were offset by $7.1 million in principal debt payments, dividends paid to common shareholders of $1.6 million and a $11.4 million distribution to the non-controlling interest holders.

Current wording

Cash provided by financing activities for the nine months ending September 30, 2025 was $0.08 million. This comprised of proceeds from the issuance of Series B Bonds $86.0 million and $2.2 million of proceeds from ATM sales. These inflows were largely offset by $61.1 million in repayments of bonds, senior debt and the note payable, $18.8 in distributions to non-controlling interests, $5.5 million in dividend payments, and $2.0 million related to the retirement of OP units. For the nine months ended September 30, 2024, cash provided by financing activities was $24.0 million. This primarily consisted of $62.8 million in proceeds from the issuance of Series D and Series A Bonds, along with $2.3 million in ATM proceeds. These inflows were offset by $20.6 million in principal debt payments on bonds and senior debt, $17.2 million distribution to the non-controlling interest holders, $2.5 million in dividends paid to common shareholders and $0.9 million in common stock retirement.

Previous wording

As of June 30, 2025, we had non-recourse mortgage loans of $258.2 million from third party lenders that were guaranteed by HUD.

Current wording

As of September 30, 2025, we had non-recourse mortgage loans of $256.1 million from third party lenders that were guaranteed by HUD.

Previous wording

On March 21, 2022, the Company closed a mortgage loan with a commercial bank pursuant to which the Company borrowed approximately $105 million. The loan agreement provides for monthly payments of principal and interest based on a 20-year amortization with a balloon payment due in March 2027. The rate is based on the one-month SOFR plus a margin of 3.5% and a floor of 4% (as of June 30, 2025, rate was 7.95%). On June 30, 2025 the Company paid down $30 million dollars of the outstanding loan. As of June 30, 2025 and December 31, 2024, total outstanding principal amount was $63.2 million and $95.1 million, respectively. This loan is collateralized by 21 properties owned by the Company.

Current wording

On March 21, 2022, the Company closed a mortgage loan with a commercial bank pursuant to which the Company borrowed approximately $105 million. The loan agreement provides for monthly payments of principal and interest based on a 20-year amortization with a balloon payment due in March 2027. The rate is based on the one-month SOFR plus a margin of 3.5% and a floor of 4% (as of September 30, 2025, rate was 7.74%). On June 30, 2025, the Company paid down $30 million dollars of the outstanding loan. As of September 30, 2025 and December 31, 2024, total outstanding principal amount was $62.2 million and $95.1 million, respectively. This loan is collateralized by 21 properties owned by the Company.

Previous wording

On August 25, 2023, the Company closed a mortgage loan facility with a commercial bank pursuant to which the Company borrowed approximately $66 million. The facility is an interest only facility for the first 12 months and beginning in the second year monthly payments of principal and interest based on a 20-year amortization schedule with a balloon payment due in August 2028. The rate is based on the one-month SOFR plus a margin of 3.5% and a floor of 4% (as of June 30, 2025, the rate was 7.95%). On December 17, 2024 the company paid down $24 million dollars of the outstanding loan. As of June 30, 2025, and December 31, 2024, total amounts outstanding were $41.0 million and $41.6 million, respectively. This facility loan is collateralized by and was used for the acquisition of 19 properties (24 facilities).

Current wording

On August 25, 2023, the Company closed a mortgage loan facility with a commercial bank pursuant to which the Company borrowed approximately $66 million. The facility is an interest only facility for the first 12 months and beginning in the second-year monthly payments of principal and interest based on a 20-year amortization schedule with a balloon payment due in August 2028. The rate is based on the one-month SOFR plus a margin of 3.5% and a floor of 4% (as of September 30, 2025, the rate was 7.74%). On December 17, 2024, the company paid down $24 million dollars of the outstanding loan. As of September 30, 2025 and December 31, 2024, total amounts outstanding were $40.6 million and $41.6 million, respectively. This facility loan is collateralized by and was used for the acquisition of 19 properties (24 facilities).

Previous wording

On December 19, 2024, the Company closed a mortgage loan facility with a commercial bank pursuant to which the Company borrowed approximately $59 million. The facility provides for monthly payments of interest and payment of principal and interest will start on January 2026 based on a 20-year amortization with a balloon payment due in December 2029. The rate is based on the one-month SOFR plus a margin of 3.0% and a floor of 4% (as of June 30, 2025, the rate was 7.45%). As of June 30, 2025 and December 31, 2024, total outstanding principal amount was $59 million. This loan is collateralized by 8 properties owned by the Company. The loan proceeds were used to acquire the Missouri facilities. See note 4 of the financial statements included in Part I to this Form 10-Q.

Current wording

On December 19, 2024, the Company closed a mortgage loan facility with a commercial bank pursuant to which the Company borrowed approximately $59 million. The facility provides for monthly payments of interest and payment of principal and interest will start on January 2026 based on a 20-year amortization with a balloon payment due in December 2029. The rate is based on the one-month SOFR plus a margin of 3.0% and a floor of 4% (as of September 30, 2025, the rate was 7.24%). As of September 30, 2025 and December 31, 2024, total outstanding principal amount was $59 million. This loan is collateralized by 8 properties owned by the Company. The loan proceeds were used to acquire the Missouri facilities. See note 7 of the financial statements included in Part I to this Form 10-Q.

Previous wording

The two credit facilities closed in March 21, 2022 and August 25, 2023 are subject to financial covenants which consist of (i) a covenant that the ratio of the Company’s indebtedness to its EBITDA cannot exceed 8.0 to 1, (ii) a covenant that the ratio of the Company’s net operating income to its debt service before dividend distribution is at least 1.20 to 1.00 for each fiscal quarter as measured pursuant to the terms of the loan agreement (iii) a covenant that the ratio of the Company’s net operating income to its debt service after dividend distribution is at least 1.05 to 1.00 for each fiscal quarter as measured pursuant to the terms of the loan agreement, and (iii) a covenant that the Company’s GAAP equity is at least $20,000,000. As of June 30, 2025, the Company was in compliance with the loan covenants.

Current wording

The two credit facilities closed in March 21, 2022 and August 25, 2023 are subject to financial covenants which consist of (i) a covenant that the ratio of the Company’s indebtedness to its EBITDA cannot exceed 8.0 to 1, (ii) a covenant that the ratio of the Company’s net operating income to its debt service before dividend distribution is at least 1.20 to 1.00 for each fiscal quarter as measured pursuant to the terms of the loan agreement (iii) a covenant that the ratio of the Company’s net operating income to its debt service after dividend distribution is at least 1.05 to 1.00 for each fiscal quarter as measured pursuant to the terms of the loan agreement, and (iii) a covenant that the Company’s GAAP equity is at least $20.0 million. As of September 30, 2025, the Company was in compliance with the loan covenants.

Previous wording

The credit facility that closed on December 19, 2024 is subject to financial covenants which consist of (i) a covenant that the ratio of the Company’s indebtedness to its EBITDA cannot exceed 8.0 to 1, (ii) a covenant that the ratio of the Company’s net operating income to its debt service before dividend distribution is at least 1.25 to 1.00 for each fiscal quarter as measured pursuant to the terms of the loan agreement (iii) a covenant that the ratio of the Company’s net operating income to its debt service after dividend distribution is at least 1.05 to 1.00 for each fiscal quarter as measured pursuant to the terms of the loan agreement, and (iii) a covenant that the Company’s GAAP equity is at least $30,000,000 As June 30, 2025, the Company was in compliance with the loan covenants.

Current wording

The credit facility that closed on December 19, 2024 is subject to financial covenants which consist of (i) a covenant that the ratio of the Company’s indebtedness to its EBITDA cannot exceed 8.0 to 1, (ii) a covenant that the ratio of the Company’s net operating income to its debt service before dividend distribution is at least 1.25 to 1.00 for each fiscal quarter as measured pursuant to the terms of the loan agreement (iii) a covenant that the ratio of the Company’s net operating income to its debt service after dividend distribution is at least 1.05 to 1.00 for each fiscal quarter as measured pursuant to the terms of the loan agreement, and (iii) a covenant that the Company’s GAAP equity is at least $30.0 million. As September 30, 2025, the Company was in compliance with the loan covenants.

Previous wording

In August 2024, Strawberry Fields REIT, Inc completed, directly, an initial offering on the TASE of Series A Bonds with a par value of NIS 145.6 million ($37.1 million). The series A Bonds were issued at par. Offering and issuance costs of approximately $1.0 million were incurred at closing. In December 2024, the Inc company issued an additional NIS 145.6 million ($38.1 million) in Series A Bonds.

Current wording

In August 2024, Strawberry Fields REIT, Inc completed, directly, an initial offering on the TASE of Series A Bonds with a par value of NIS 145.6 million ($37.1 million). The Series A Bonds were issued at par. Offering and issuance costs of approximately $1.0 million were incurred at closing. In December 2024, the Company issued an additional NIS 145.6 million ($38.1 million) in Series A Bonds.

Previous wording

As of June 30, 2025, the outstanding balance of the Series A Bonds was NIS 322.8 million ($95.7 million),

Current wording

As of September 30, 2025, the outstanding balance of the Series A Bonds was NIS 302.2 million ($91.4 million),

Previous wording

As of June 30, 2025, the outstanding balance of the Series B Bonds was NIS 312.0 million ($92.8 million),

Current wording

As of September 30, 2025, the outstanding balance of the Series B Bonds was NIS 312.0 million ($94.4 million).

Previous wording

As of June 30, 2025, the outstanding principal amount of the Series C Bonds was NIS 267.5 million ($79.3 million).

Current wording

As of September 30, 2025, the outstanding principal amount of the Series C Bonds was NIS 247.9 million ($75.0 million).

Previous wording

As of June 30, 2025, the Series D Bonds had an outstanding principal balance of approximately NIS 187.8 ($55.7 million).

Current wording

As of September 30, 2025, the Series D Bonds had an outstanding principal balance of approximately NIS 175.8 ($53.2 million).

Previous wording

The following table reconciles our calculations of FFO and AFFO for the six and three months ended June 30, 2025 and 2024, to net income the most directly comparable GAAP financial measure, for the same periods:

Current wording

The following table reconciles our calculations of FFO and AFFO for the nine and three months ended September 30, 2025 and 2024, to net income the most directly comparable GAAP financial measure, for the same periods (in thousands except for per share amounts):

Previous wording

Our condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q have been prepared in accordance with GAAP for interim financial information set forth in the Accounting Standards Codification, as published by the Financial Accounting Standards Board. GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base these estimates on our experience and assumptions we believe to be reasonable under the circumstances. However, if our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, we may have applied a different accounting treatment, resulting in a different presentation of our financial statements. We periodically reevaluate our estimates and assumptions, and in the event they prove to be different from actual results, we make adjustments in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. Please refer to “Critical Accounting Policies” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our 2024 Annual Report on 10-K filed on March 13, 2025 for further information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. There have been no material changes in such critical accounting policies during the six months ended June 30, 2025.

Current wording

Our condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q have been prepared in accordance with GAAP for interim financial information set forth in the Accounting Standards Codification, as published by the Financial Accounting Standards Board. GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base these estimates on our experience and assumptions we believe to be reasonable under the circumstances. However, if our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, we may have applied a different accounting treatment, resulting in a different presentation of our financial statements. We periodically reevaluate our estimates and assumptions, and in the event they prove to be different from actual results, we make adjustments in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. Please refer to “Critical Accounting Policies” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our 2024 Annual Report on 10-K filed on March 13, 2025 for further information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. There have been no material changes in such critical accounting policies during the nine months ended September 30, 2025.