Strawberry Fields REIT, Inc.
For the period ended Apr 1, 2026. Filed Apr 1, 2026.
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Apr 1, 2026 · Filed Apr 1, 2026
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DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
| Filed by Registrant | ☒ |
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| Filed by Party other than Registrant | ☐ |
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| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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April 1, 2026
Dear Shareholders,
I am once again pleased to present this letter in advance of the annual meeting of shareholders of Strawberry Fields REIT Inc. (“Strawberry Fields” or the “Company”). The meeting will be held on May 7, 2026 in a hybrid format, providing shareholders the opportunity to attend either in person at 2477 E. Commercial Boulevard, Ft. Lauderdale, Florida 33308, or virtually. At the meeting, we will review the Company’s 2025 performance and discuss our strategy and priorities for continued growth for 2026 and beyond. Register to join via the live stream atwww.cstproxy.com/strawberryfieldsreit/2026
During 2025, Strawberry Fields continued to demonstrate the strength and scalability of its platform through disciplined execution and consistent results. The Company expanded its portfolio from 124 to 143 facilities through accretive acquisitions. These acquisitions continued to diversify the Company’s tenant base; deepening its presence across existing states while growing its master leases. Further, the affiliated tenant is now below 50% for the first time since the Company’s inception. These acquisitions also reflect a deliberate investment approach focused on long-term cash flow stability and strong operator performance that I believe can be replicated for the foreseeable future. As we enter 2026, the Company’s acquisition pipeline remains very active and we are reviewing deals in, both, existing and new states.
The Company’s operating performance continues to validate this strategy. Strawberry Fields has continued to deliver sustained growth in Adjusted Funds from Operations (“AFFO”) and over the last 5 years its Compounded Annual Growth Rate (“CAGR”) was in excess of 13%. This growth has been supported by acquisitions that produce, at a minimum, the targeted unlevered cash-on- cash returns of 10% at acquisition. This, return-focused, underwriting discipline has allowed the Company to scale while preserving attractive economics, and it remains central to our capital allocation structure.
Strawberry Fields has continued to make progress in strengthening its capital markets profile. Throughout 2025 the Company attended 15+ industry events and met with institutional, family office and individual investors. Through these ongoing efforts to educate the market about what Strawberry Fields has to offer as a stable/reliable investment the result has been increased public float and stock liquidity. This increased float will ultimately support the Company’s ability to efficiently fund growth opportunities, while maintaining balance sheet discipline. At the end of 2025 I was proud to see that the Company’s stock price reached an all-time high of $14 and the Company’s shareholder base has grown to approximately 5,500 shareholders. Although the Company is still trading at a discount to its peers, reaching this high reflects that investors are beginning to take note of the Company and I hope that through 2026 this discount will continue to burn-off.
A major focus for the Company has been securing a line of credit with additional availability to expand. By obtaining a credit facility it will enable the Company to be nimbler in its acquisitions process. Further, today we are more similar to our peers compared to the real estate company of our predecessor, these types of credit facilities are what investors expect and ultimately fuel growth. I am pleased to report that the Company has signed a term sheet and we expect to close on a credit facility in the coming months. With the completion of this credit facility compounded with the upcoming refinance of our Israeli bond debt and continuing to finance additional facilities with HUD, the Company will end close 2026 with a cleaner debt stack.
Insummary, the past year represented another period of strong execution for Strawberry Fields REIT. The Company continued to grow and diversify its portfolio, deliver consistent operating performance, enhance its capital markets presence, and advance its strategic objectives. The Company also completed outstanding housekeeping items which it has discussed on recent investor calls such as finalizing its executive compensation structure, adding new members to the Board of Directors and assigning the investment committee to being a sub-committee of the Board of Directors. We believe Strawberry Fields has entered 2026 from a position of strength and remains well positioned to continue delivering long-term value for shareholders.
On behalf of myself and my team, thank you for your continued trust and support, we look forward to what the Company will accomplish in 2026.
My Best,
Moishe Gubin
Chairman & CEO
6101 Nimtz Parkway
South Bend, Indiana 46628
(574) 807-0800
NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 7, 2026
TO OUR STOCKHOLDERS:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Strawberry Fields REIT, Inc., a Maryland corporation (together with its subsidiaries, the “Company,” “we,” “us” or “our”), which will be held on May 7, 2026, at 10:00 a.m., Eastern Time, at 2477 E. Commercial Blvd., Ft. Lauderdale, Florida 33308, for the following purposes:
| 1. | To elect six directors to hold office for a one-year term and until each of their successors are elected and qualified; |
| 2. | To ratify the appointment of Hacker, Johnson & Smith, P.A. as our independent certified public accounting firm for the fiscal year ending December 31, 2026; |
| 3. | To authorize an adjournment of the Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of one or more of the above proposals; and |
| 4. | To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. |
The foregoing items of business are more fully described in the Proxy Statement that is attached and made a part of this Notice. Only holders of record of our common stock, par value $0.0001 per share (the “Common Stock”), on the close of business on April 1, 2026 (the “Record Date”), will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.
All stockholders are cordially invited to attend the Annual Meeting in person or virtually through the website https://www.cstproxy.com/strawberryfieldsreit/2026. Your vote is important regardless of the number of shares you own. Only record or beneficial owners of our Common Stock as of the Record Date may attend the Annual Meeting. When you arrive at the Annual Meeting, you will be asked to identify yourself as a stockholder. Additionally, if you cannot attend in person or virtually, you can listen telephonically by dialing 800-450-7155 Conference ID 3797097#.
Whether or not you expect to attend the Annual Meeting, please submit a proxy to vote your shares either via the Internet, by phone or by mail. If you choose to submit your proxy by mail, please complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope in order to ensure representation of your shares. It will help in our preparations for the meeting if you check the box on the form of proxy if you plan on attending the Annual Meeting. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.
On or about April 7, 2026 we began mailing the proxy materials to all stockholders of record as of the Record Date.
By Order of the Board of Directors
/s/ Moishe Gubin
Moishe Gubin
Chairman of the Board and Chief Executive Officer
April 1, 2026
South Bend, Indiana
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, TO ASSURE THAT YOUR SHARES WILL BE REPRESENTED, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE VIA THE INTERNET OR BY PHONE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY.
TABLE OF CONTENTS
| Page No. | |
|---|---|
| General Information about the Proxy Statement and Annual Meeting | 1 |
| Security Ownership of Certain Beneficial Owners and Management | 3 |
| Proposal No. 1 - Election of Directors | 4 |
| Audit Committee Report | 18 |
| Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | 19 |
| Proposal No. 3 - Adjournment of the Annual Meeting if Necessary to Permit Further Solicitation of Proxies | 20 |
| Future Stockholder Proposals | 21 |
| Additional Information | 23 |
6101 Nimtz Parkway
South Bend, Indiana 46628
(574) 807-0800
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 7, 2026
PROXY VOTING OPTIONS
YOUR VOTE IS IMPORTANT!
Whether or not you expect to attend in person, we urge you to vote your shares via the Internet, or by signing, dating, and returning the enclosed proxy card at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares will save us the expense and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your stock at the meeting if you want to do so, as your vote by proxy is revocable at your option.
Voting by theInternet is fast and convenient, and your vote is immediately confirmed and tabulated. Most important, by using the Internet or telephone, you help us reduce postage and proxy tabulation costs.
Or, if you prefer, you can return the enclosed Proxy Card in the envelope provided.
PLEASE DO NOT RETURN THE ENCLOSED PROXY CARD IF YOU ARE VOTING OVER THE INTERNET.
VOTE BY INTERNET: 24 hours a day / 7 days a week INSTRUCTIONS: Read the accompanying Proxy Statement. Go to the following website: http://www.cstproxyvote.com Have your Proxy Card in hand and follow the instructions.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.