Stratcap Digital Infrastructure REIT, Inc. - 8-K

Item 8.01 Other Events.

Share Cancellation by StratCap Investment Management, LLC

In connection with the previously announced program pursuant to which StratCap Investment Management, LLC (the “Sponsor”) may, over the course of twelve months, periodically cancel certain shares of common stock of StratCap Digital Infrastructure REIT, Inc. (the “Company”) held by the Sponsor for no consideration, on December 30, 2025, the board of directors of the Company accepted the cancellation of (i) 250,000 Class I shares held by the Sponsor for no consideration (the “Cancellation”) and (ii) a corresponding number of Class I units in SWIF II Operating Partnership, LP. As a result of the Cancellation, the Sponsor holds an aggregate investment in the Company of 1,757,309 Class I shares and 24,675 Class IX shares.

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Resignation of Officers of StratCap Investment Management, LLC and StratCap Digital Infrastructure Advisors II, LLC

Effective as of January 1, 2026, (i) Eric Graham will resign as General Counsel and SVP of Strategic Initiatives of StratCap Digital Infrastructure Advisors II, LLC (the “Advisor”) and as a Member of the Investment Committee of the Sponsor, and (ii) Scott Riggs will resign as Head of Wireless Investments of the Advisor and as a Member of the Investment Committee of the Sponsor. Mr. Riggs and Mr. Graham, through an entity not affiliated with the Company or the Advisor, will continue to provide management and administrative services to the Company with respect to the Company’s remaining wireless towers and related assets.

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