UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________ to __________

Commission File Number: 001-41628

Strawberry Fields REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland		84-2336054
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

6101 Nimtz Parkway, South Bend, IN, 46628

(Address of principal executive offices)

(574) 807-0800

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12 (b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		STRW		NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 13,120,095 shares of common stock, $0.0001 par value, issued and outstanding as of November 6, 2025.

STRAWBERRY FIELDS REIT, INC.

FORM 10-Q

September 30, 2025

TABLE OF CONTENTS

		Page No.
PART I	Financial Information	3

Item 1.	Condensed Financial Statements of Strawberry Fields REIT, Inc.:	3
	Condensed Consolidated Balance Sheets September 30, 2025 (unaudited) and December 31, 2024	3
	Condensed Consolidated Statements of Income and Comprehensive Income (unaudited) three and nine months ended September 30, 2025 and 2024	4
	Condensed Consolidated Statements of Equity (unaudited) three and nine months ended September 30, 2025 and 2024	5
	Condensed Consolidated Statements of Cash Flows (unaudited) nine months ended September 30, 2025 and 2024	6
	Notes to Condensed Consolidated Financial Statements September 30, 2025 (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47

Item 4.	Controls and Procedures	48

PART II	Other Information	49

Item 1.	Legal Proceedings	49

Item 2.	Unregistered Sales of Equity Securities	50

Item 5.	Other Information	50

Item 6.	Exhibits	50

	Signatures	51

PART I – FINANCIAL INFORMATION

Item 1 - Financial Statements

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in $000’s, except share data)

	September 30, 2025			December 31, 2024
	(unaudited)			(unaudited)
Assets
Real estate investments, net	$	693,360		$	609,058
Cash and cash equivalents		19,805			48,373
Restricted cash and equivalents		36,142			45,283
Straight-line rent receivable, net		33,291			27,702
Right of use lease asset		941			1,204
Goodwill, other intangible assets and lease rights		70,981			27,947
Deferred financing expenses		5,559			6,162
Note receivable, net		19,219			16,585
Other assets		1,346			5,275
Total Assets	$	880,644		$	787,589

Liabilities
Accounts payable and accrued liabilities	$	21,930		$	18,718
Bonds, net		309,471			209,944
Senior debt		420,648			460,591
Note payable		44,765			-
Operating lease liability		941			1,204
Other liabilities		20,267			13,561
Total Liabilities	$	818,022		$	704,018
Commitments and Contingencies (Note 8)		-			-
Equity
Preferred stock, $.0001 par value, 100,000,000 shares authorized, 0 shares issued and outstanding	$	-		$	-
Common stock, $.0001 par value, 500,000,000 shares authorized, 13,120,095 shares and 12,062,309 issued and outstanding		1			1
Additional paid in capital		17,749			16,535
Accumulated other comprehensive (loss) income		(4,815	)		340
Retained earnings		1,314			1,292
Total Stockholders’ Equity	$	14,249		$	18,168
Non-controlling interest	$	48,373		$	65,403
Total Equity	$	62,622		$	83,571
Total Liabilities and Equity	$	880,644		$	787,589

See accompanying notes to condensed consolidated financial statements.

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(unaudited)

(Amounts in $000’s, except share and per share data)


	Nine Months Ended September 30,				Three Months Ended September 30,
	2025		2024		2025		2024

Revenues
Rental revenues	$	114,904	$	86,570	$	39,711	$	29,464

Expenses:
Depreciation	$	26,558	$	21,348	$	9,181	$	7,134
Amortization		7,846		3,318		2,629		1,207
General and administrative expenses		5,548		5,064		1,493

SEC Form 10-Q filed by Strawberry Fields REIT Inc.