Strawberry Fields REIT, Inc.
For the period ended Mar 31, 2026. Filed May 8, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 8, 2026
STRW$12.12-2.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001493152-25-021088
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-08.
0001493152-26-021823
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 117 previous paragraphs and 93 current paragraphs.
59 unchanged; 25 reworded; 9 added; 33 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
Rental revenues: The increase in rental revenues of $2.7 million or 7.1%, compared to the March 31, 2025, is primarily due to rental income received from the new acquisitions to the Texas and Missouri master leases.
Current report
Depreciation and Amortization: The increase in depreciation of $0.6 million or 6.4% compared to March 31, 2025 is related to depreciation on the 20 properties purchased in 2025. The increase was offset by assets that fully depreciated in 2025. The $0.4 million or (14.5)% decrease in amortization is due to intangible assets being fully amortized.
Current report
*General and administrative:*March 31, 2026 expenses increased by $0.4 million or 22.6% compared to March 31, 2025. The increase is driven by higher professional fees, corporate salaries and other operating expenses.
Current report
Interest expense, net: The March 31, 2026 decrease in interest expense of $0.6 million or (4)% compared to March 31, 2025, is primarily related to lower interest payments on our commercial loans and note payable along with higher interest income.
Current report
*Net Income:*The increase in net income from $6.9 million during the quarter ended March 31, 2025 to $9.5 million for the quarter ended March 31, 2026 is primarily due to increases in rental revenues by the new acquisitions from the last year.
Current report
Cash used for investing activities for the three months ended March 31, 2026 was ($0.1) million. There were no purchases in real estate investments but a slight increase in notes receivable. Cash used for investing activities for the three months ended March 31, 2025 was $28.7 million. This consists of $29.0 million in real estate investments offset by a slight decrease in notes receivable.
Current report
Cash flows used for financing activities for the three months ended March 31, 2026 was $14.3 million. This reflects a change of $1.5 million from the same period in 2025. It is caused from $1.8 million less of ATM proceeds, higher non-controlling interest distributions of $0.7 million, higher senior debt and note payable payments of $0.6 million, and a higher dividend payments of $0.3 million. This is offset by a decrease in OP unit retirement of $2.0 million. Cash flows used for financing activities for the three months ended March 31, 2025 was $12.8 million. The balance includes funds for $6.0 million in non-controlling interest distributions, $3.3 million in repayment of senior debt, $2.0 million for the repayment of the note payable, $2.0 million for OP unit retirements and $1.7 million in dividend payments on common stock. These cash outflows were offset by $2.2 million in ATM proceeds received in the quarter.
Current report
Commercial Bank Term Loans
Current report
On April 20, 2026, the Company entered into an asset purchase agreement to acquire a healthcare property with 99 licensed SNF beds and 60 hospital beds near Marshall, Missouri. The acquisition is expected to be approximately $8.6 million. The proposed acquisition is subject to approval by the applicable bankruptcy court and satisfaction of customary closing conditions. The Company expects to close on the property in the second quarter of 2026.
Removed paragraphs (33)
Previous report
Third Quarter Acquisition Activity
Previous report
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 report
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 report
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 report
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 report
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 report
On August 29, 2025, the Company completed the acquisition for a healthcare facility comprised of 108 skilled nursing beds and 16 assisted living beds near Poplar Bluff, Missouri. The acquisition was for $5.3 million. The Company funded the acquisition utilizing cash from the condensed consolidated balance sheets. The initial annual base rents are $0.5 million dollars and subject to 3% annual rent increases. The property was assumed by the Reliant Care master lease and is subject to the terms of the master lease.
Previous report
As of the date of this report, none of the Company’s tenants are delinquent on the payment of rent, and there have been no requests to amend the terms of their respective leases or to reduce current or future lease payments.
Previous report
Rental revenues: Total rental revenues increased by $10.3 million or 35% primarily due to higher income generated from the net acquisition of 27 additional properties compared to September 2024 and the commencement of a new master lease in Kentucky following its re-tenanting.
Previous report
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 report
Property and other taxes: Property and other taxes increased by $0.3 million due to higher pass-through costs for property tax expenses resulting from the acquisition of new facilities.
Previous report
Results of Operations (continued)
Previous report
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 report
Net income: Net income increased from $6.9 million during the third quarter of 2024, to $8.8 million int the third quarter of 2025 driven by property acquisitions compared to the third quarter of 2024 and higher rental income from a new Kentucky master lease, partially offset by increased depreciation and amortization expenses, an increase in interest expense higher property tax pass through expenses.
Previous report
Nine Months Ended September 30, 2025, Compared to Nine Months Ended September 30, 2024:
Previous report
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 report
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 report
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 report
Property and other taxes: Property and other taxes increased by $0.6 million mostly due to higher pass-through costs for property tax expenses associated with recent acquisitions.
Previous report
Results of Operations (continued)
Previous report
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 report
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 report
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 report
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 report
Commercial Bank Term Loan
Previous report
On September 25, 2024, the Company acquired a property, located in Tennessee. As part of the acquisition of the property the Company assumed a $2.8 million dollar loan that previously existed on the property. The loan bears a fixed 6.25% annual interest rate. The loan term matures on April 23, 2026.
Previous report
Indebtedness (continued)
Previous report
As of September 30, 2025, the outstanding balance of the Series B Bonds was NIS 312.0 million ($94.4 million).
Previous report
The Series B Bonds are traded on the TASE.
Previous report
The Series D Bonds are traded on the TASE.
Previous report
Note Payable
Previous report
On January 1, 2025, the Company created a new Kentucky Master Lease with a new third-party operator. This master lease was created from 10 properties that were formally in the Landmark Master Lease. In order to release the properties from the Landmark Master Lease, the Company entered into a $50.9 million note payable with the parent of the Landmark operator. The note is for equal monthly payments of $1.1 million dollars for 5 years and bears interest of 10.0%.
Previous report
On November 4, 2025, the Company entered into a purchase agreement for a skilled nursing facility with 60 licensed beds near Grove, Oklahoma. The acquisition is for $3.0 million. The Company will fund the acquisition utilizing cash from the condensed consolidated balance sheet. The initial annual base rents will be $0.3 million dollars and subject to 3% annual rent increases. The Company expects to close this acquisition before year-end.
Reworded paragraphs (25)
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 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.
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 133 healthcare properties with an aggregate of 15,602 licensed beds. We hold fee title to 132 of these properties and hold one property under long-term leases. 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 September 30, 2025, the aggregate annualized average base rent under the leases for our properties was approximately $142.3 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 March 31, 2026, the aggregate annualized average base rent under the leases for our properties was approximately $142.7 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 22.7% 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 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 24.2% of the outstanding OP units.
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 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.
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 64 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
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.
Current wording
As of March 31, 2026, we had cash and cash equivalents and restricted cash and equivalents of $69.7 million. We also had the ability to offer an additional Series A Bonds from the current outstanding of $95.5 million up to $173.8 million. Series C Bonds from the current outstanding of $78.3 million up to $199.1 million and the ability to offer additional Series D Bonds from the current outstanding of $55.5 million up to $142.2 million. 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, 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.
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 and secured revolving lines of credit. As of March 31, 2026, on a condensed consolidated basis, we had total indebtedness of approximately $791.4 million, consisting of $252.0 million in HUD guaranteed debt, $337.4 million in net Series A, Series B, Series C Bonds and Series D bonds outstanding, $161.6 million in commercial mortgages loans and $40.4 million note payable. Under our Bonds and our commercial mortgages loans, we are subject to continuing covenants. 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 $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.
Current wording
Through 2029 there are balloon payment obligations consisting of three payments of $95.5 million, $78.3 million, and $55.5 million, due under the Series A Bonds, Series C Bonds, and Series D bonds in 2026, and $95.1 million due under Bond B in 2029, respectively, and payments of $56.1 million, $36.6 million and $52.3 million due under our three commercial bank term loans due in 2027, 2028, and 2029, respectively. We may also obtain additional financing that contains balloon payment obligations. These types of obligations may materially adversely affect us, including our cash flows, financial condition and ability to make distributions.
Previous wording
The Company believes that its overall level of indebtedness is appropriate for the Company’s business in light of its cash flow from operations and value of its properties and is generally typical for owners of multiple healthcare properties. The Company expects to generate sufficient positive cash flow from operations to meet its ongoing debt service obligations and the distribution requirements for maintaining REIT status, and to be able to refinance it debt to the extent necessary to meet it balloon payment obligations.
Current wording
The Company believes that its overall level of indebtedness is appropriate for the Company’s business in light of its cash flow from operations and value of its properties and is generally typical for owners of multiple healthcare properties. The Company expects to generate sufficient positive cash flow from operations to meet its current debt service obligations and the distribution requirements for maintaining REIT status, and to be able to refinance its debt to the extent necessary to meet its balloon payment obligations.
Previous 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.
Current wording
Net cash provided by operating activities for the three months ended March 31, 2026, was $17.4 million. This is a $1.6 million change from March 31, 2025, that is comprised of net earnings of $9.4 million, a $2.5 million change. Offset by a decrease in accounts payable, accrued liabilities and other liabilities of $4.1 million. Net cash provided by operating activities for the three months ended March 31, 2025, was $19 million. It was comprised of net earnings of $7.0 million and depreciation and amortization of $11.3 million and an increase in accounts payable and accrued liabilities and other liabilities of $1.9 million. These amounts were offset by an increase in straight-line rent of $1.5 million.
Previous 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.
Current wording
As of March 31, 2026, we had non-recourse mortgage loans of $252.0 million from third party lenders that were guaranteed by HUD.
Previous wording
Each loan is secured by first mortgages on certain specified properties, interests in the leases for these properties and second liens on the operator’s assets. In the event of default on any single loan, the loan agreement provides that the applicable lender may require the tenants for the property securing the loan to make all rental payments directly to the lender. In exchange for the HUD guarantee, we pay HUD, on an annual basis, 0.65% of the principal balance of each loan as mortgage insurance premium, in addition to the interest rate denominated in each loan agreement. As a result, the overall average interest rate paid with respect to the HUD guaranteed loans as of September 30, 2025, was 3.91% per annum (including the mortgage insurance payments). The loans have an average maturity of 25.0 years.
Current wording
Each loan is secured by first mortgages on certain specified properties, interests in the leases for these properties and second liens on the operator’s assets. In the event of default on any single loan, the loan agreement provides that the applicable lender may require the tenants for the property securing the loan to make all rental payments directly to the lender. In exchange for the HUD guarantee, we pay HUD, on an annual basis, 0.65% of the principal balance of each loan as mortgage insurance premium, in addition to the interest rate denominated in each loan agreement. As a result, the overall average interest rate paid with respect to the HUD guaranteed loans as of March 31, 2026, was 3.91% per annum (including the mortgage insurance payments). The loans have an average maturity of 21 years.
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 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.
Current wording
On March 21, 2022, the Company closed a mortgage loan facility with a commercial bank pursuant to which the Company borrowed approximately $105 million. The facility 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 Secured Overnight Financing Rate (“SOFR”) plus a margin of 3.5% and a floor 4% (as of the December 31, 2025 the rate was 7.18%). As of March 31, 2026, total outstanding principal amount was $60.2 million. This loan is collateralized by 21 properties owned by the Company. The loan proceeds were used to repay the Series B Bonds and prepay commercial loans not secured by HUD guarantees. The Company recognized a foreign currency transaction loss of approximately $10.1 million in connection with the repayment of the Series B Bonds during the year ended December 31, 2022.
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 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).
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 provides for monthly payments of interest and payment of principal and interest thereafter, began in August 2024 based on a 20-year amortization 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 the March 31, 2026, the rate was 7.18%). As of March 31, 2026, total outstanding principal amount was $40.0 million. This loan is collateralized by 19 properties owned by the Company. The loan proceeds were used to acquire the Indiana 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 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.
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 will start on January 2026 based on a 20-year amortization with a balloon payment due in December 2029. The rate and interest is based on the one-month Secured Overnight Financing Rate SOFR plus a margin of 3.0% and a floor of 4% (as of March 31, 2026, the rate was 6.68%). As of March 31, 2026, total outstanding principal amount was $58.6 million. This loan is collateralized by 8 properties owned by the Company. The loan proceeds were used to acquire the Missouri facilities.
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 $20.0 million. As of September 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 are 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 March 31, 2026, 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 $30.0 million. As September 30, 2025, the Company was in compliance with the loan covenants.
Current wording
The credit facility 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 of March 31, 2026, the Company was in compliance with the loan covenants.
Previous wording
As of September 30, 2025, the Company had outstanding Series A, Series B, Series C and Series D Bonds.
Current wording
As of March 31, 2026, the Company had outstanding Series A, Series B, Series C Bonds and Series D Bonds.
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 Company issued an additional NIS 145.6 million ($38.1 million) in Series A Bonds.
Current wording
In August 2024, Strawberry Fields, Inc completed, directly, an initial offering on the Tel Aviv Stock Exchange (“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
In September 2024 the Company made an exchange tender offer of outstanding Series D Bonds for Series A Bonds. The interest rate on Series D Bonds is 9.1% per annum. The exchange offer rate was 1.069964 Series A Bonds per Series D Bonds. As a result of this offer, 47.3 million NIS Series D Bonds ($12.7 million) were exchanged for 50.6 million NIS Series A Bonds ($13.6 million).
Current wording
In September 2024 the Company made an exchange tender offer of outstanding Series D Bonds for Series A Bonds. The interest rate on Series D Bonds is 9.1% per annum. The exchange offer rate was 1.069964 Series A Bonds per Series D Bonds. As a result of this offer, NIS 47.3 million Series D Bonds ($12.7 million) were exchanged for NIS 50.6 million Series A Bonds ($13.6 million).
Previous wording
As of September 30, 2025, the outstanding balance of the Series A Bonds was NIS 302.2 million ($91.4 million),
Current wording
As of March 31, 2026, the outstanding balance of Series A Bonds was NIS 302.2 million ($95.5 million)
Previous wording
In June 2025, Strawberry Fields REIT, Inc completed, directly, an initial offering on the TASE of Series B Bonds with a par value of NIS 312.0 million ($89.5 million). The series B Bonds were issued at par. Offering and issuance costs of approximately $2.5 million were incurred at closing.
Current wording
In June 2025, Strawberry Fields, Inc completed, directly, an initial offering on the Tel Aviv Stock Exchange (“TASE”) of Series B Bonds with a par value of NIS 312 million ($89.5 million). The series B Bonds were issued at par. Offering and issuance costs of approximately $2.5 million were incurred at closing. In December 2025, the Company issued an additional NIS 30.0 million ($9.4 million) in Series B Bonds. At March 31, 2026, the outstanding balance of Series B Bonds was $108.1 million.
Previous wording
As of September 30, 2025, the outstanding principal amount of the Series C Bonds was NIS 247.9 million ($75.0 million).
Current wording
As of March 31, 2026, the outstanding principal amount of the Series C Bonds was NIS 247.9 million ($78.3 million).
Previous wording
As of September 30, 2025, the Series D Bonds had an outstanding principal balance of approximately NIS 175.8 ($53.2 million).
Current wording
As of March 31, 2026, the Series D Bonds had an outstanding principal balance of approximately NIS 175.8 ($55.5 million).
Previous 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):
Current wording
The following table reconciles our calculations of FFO and AFFO for the three months ended March 31, 2026 and 2025, to net income the most directly comparable GAAP financial measure, for the same periods:
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 nine months ended September 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 2025 Annual Report on 10-K filed on March 19, 2026, 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 three months ended March 31, 2026.