UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File No. 001-41628 STRAWBERRY FIELDS REIT, INC. (Exact name of registrant as specified in its charter) Maryland 84-2336054 (Sta ...

PART I Financial Information [Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) This section presents Strawberry Fields REIT's unaudited condensed consolidated financial statements, including balance sheets, income, equity, and cash flow statements, with detailed notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2023, the company's total assets grew to $629.8 million from $547.0 million at the end of 2022, primarily driven by an increase in real estate investments Condensed Consolidated Balance Sheet Highlights (in $000's) | Account | September 30, 2023 (unaudited) | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$629,820** | **$547,000** | | Real estate investments, net | $525,527 | $438,911 | | Cash and cash equivalents | $9,540 | $20,197 | | **Total Liabilities** | **$575,922** | **$497,616** | | Bonds, net | $104,170 | $74,412 | | Notes payable and other debt | $439,024 | $381,003 | | **Total Equity** | **$53,898** | **$49,384** | [Condensed Consolidated Statements of Income and Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) For the nine months ended September 30, 2023, net income increased significantly to $14.5 million from $9.3 million year-over-year, largely due to a positive swing in foreign currency transaction gains Income Statement Summary (in $000's, except per share data) | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Rental revenues | $74,325 | $68,972 | $25,771 | $24,235 | | Income from operations | $35,063 | $37,710 | $13,056 | $17,501 | | Net income | $14,525 | $9,272 | $4,704 | $9,250 | | Net income attributable to common stockholders | $1,782 | $1,020 | $589 | $1,018 | | Basic and diluted income per common share | $0.28 | $0.17 | $0.09 | $0.17 | [Condensed Consolidated Statements of Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) Total equity increased from $49.4 million at December 31, 2022, to $53.9 million as of September 30, 2023, driven by net income and foreign currency translation gains, partially offset by dividends Changes in Total Equity (in $000's) | Description | Amount | | :--- | :--- | | **Balance, December 31, 2022** | **$49,384** | | Dividends (9 months) | ($2,100) | | Non-controlling interest distributions (9 months) | ($15,155) | | Net change in foreign currency translation (9 months) | $7,244 | | Net income (9 months) | $14,525 | | **Balance, September 30, 2023** | **$53,898** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the first nine months of 2023, operating activities generated $42.0 million, investing activities used $113.6 million, and financing activities provided $60.9 million, resulting in a $10.7 million net decrease in cash Cash Flow Summary for Nine Months Ended September 30 (in $000's) | Cash Flow Category | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $42,006 | $37,421 | | Net cash used in investing activities | ($113,550) | ($8,469) | | Net cash provided by (used in) financing activities | $60,860 | ($43,850) | | **Decrease in cash and cash equivalents** | **($10,684)** | **($14,898)** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail business operations, accounting policies, and financial items, including 2023 property acquisitions, an impairment loss, debt portfolio specifics, related-party transactions, and subsequent events - The company's portfolio consists of **98** healthcare properties with **12,203** licensed beds, primarily under triple-net leases[21](index=21&type=chunk) - On August 25, 2023, the company acquired **24** healthcare facilities in Indiana for a total purchase price of **$102.0 million**[73](index=73&type=chunk) - A loss on real estate investment impairment of approximately **$2.5 million** was recorded during the nine-month period ended September 30, 2023, due to the closure of a facility in southern Illinois[76](index=76&type=chunk) - Subsequent to the quarter's end, the company paid off the remaining balance of its Series A Bonds on November 8, 2023, and the Board approved a dividend of **$0.12** per share for Q4 2023[182](index=182&type=chunk)[183](index=183&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=45&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes the company's financial performance, covering property acquisitions, debt financing, operating results, liquidity, capital resources, and non-GAAP reconciliations [Results of Operations](index=49&type=section&id=Results%20of%20Operations) Q3 2023 rental revenues rose 6.3% to $25.8 million, but net income fell 49.1% to $4.7 million; nine-month rental revenues grew 7.8% to $74.3 million, with net income up 56.7% to $14.5 million Comparison of Q3 2023 vs. Q3 2022 (in $000's) | Metric | Q3 2023 | Q3 2022 | Change (%) | | :--- | :--- | :--- | :--- | | Rental revenues | $25,771 | $24,235 | 6.3% | | General and administrative expenses | $1,560 | $730 | 113.7% | | Net income | $4,704 | $9,250 | (49.1%) | Comparison of Nine Months 2023 vs. 2022 (in $000's) | Metric | Nine Months 2023 | Nine Months 2022 | Change (%) | | :--- | :--- | :--- | :--- | | Rental revenues | $74,325 | $68,972 | 7.8% | | Foreign currency transaction gain (loss) | $81 | ($10,932) | 100.7% | | Net Income | $14,525 | $9,272 | 56.7% | [Liquidity and Capital Resources](index=52&type=section&id=Liquidity%20and%20Capital%20Resources) As of September 30, 2023, the company held $35.0 million in cash, with total debt at $543.2 million, facing significant balloon payments in 2026-2028 - As of September 30, 2023, the company had cash and cash equivalents and restricted cash of **$35.0 million**[224](index=224&type=chunk) - Total indebtedness was approximately **$543.2 million**, consisting of **$273.3 million** in HUD guaranteed debt, **$104.2 million** in bonds, and **$165.7 million** in commercial mortgage loans[228](index=228&type=chunk) - The company has significant future balloon payments, including **$49.9 million** for Series C Bonds and **$35.2 million** for Series D Bonds in 2026, **$86.1 million** for a commercial loan in 2027, and **$60.7 million** for another commercial loan in 2028[229](index=229&type=chunk) [Funds From Operations (FFO)](index=57&type=section&id=Funds%20From%20Operations%20%28FFO%29) For the nine months ended September 30, 2023, FFO was $35.8 million and AFFO was $37.9 million, showing increases from the prior year FFO and AFFO Reconciliation (in $000's) | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net income | $14,525 | $9,272 | $4,704 | $9,250 | | **Funds from Operations (FFO)** | **$35,791** | **$30,929** | **$11,995** | **$16,342** | | **Funds from Operations, as Adjusted (AFFO)** | **$37,929** | **$36,361** | **$11,469** | **$10,866** | [Quantitative and Qualitative Disclosures About Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market exposure is interest rate risk, with $165.7 million in variable-rate debt, and also faces foreign currency risk from Israeli Shekel-denominated bonds - The company's primary market risk is interest rate risk, with **$165.7 million** (**30.3%** of total debt) being floating rate debt tied to SOFR[259](index=259&type=chunk) - A 100 basis point increase in the one-month SOFR would decrease the company's annual cash flow by approximately **$1.6 million**[259](index=259&type=chunk) - The company is exposed to foreign currency exchange rate risk between the Israeli Shekel and the U.S. Dollar due to its bonds traded on the Tel Aviv Stock Exchange[260](index=260&type=chunk) [Controls and Procedures](index=59&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2023, with no material changes to internal control over financial reporting - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of September 30, 2023[262](index=262&type=chunk) - No change in internal control over financial reporting occurred during the quarter that has materially affected, or is reasonably likely to materially affect, the company's internal control[263](index=263&type=chunk) PART II Other Information [Legal Proceedings](index=60&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ongoing litigation regarding property acquisitions, with management believing claims are without merit and will not materially affect financial condition - The company is involved in a legal proceeding in Pulaski County, Arkansas, where plaintiffs allege fraud and breach of contract related to the Predecessor Company's acquisition of properties[265](index=265&type=chunk) - Management and the named defendants believe the claims are without merit and intend to vigorously defend the litigation, believing the matter will be resolved without a material adverse effect to the Company[267](index=267&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=61&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%20and%20Issuer%20Repurchases%20of%20Equity%20Securities) In Q3 2023, the company issued 63,658 common shares in exchange for OP Units via a private placement under Section 4(a)(2) of the Securities Act - During the quarter ended September 30, 2023, the Company issued an aggregate of **63,658** shares of common stock in exchange for an equivalent number of OP Units[269](index=269&type=chunk)

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 June 30, 2023 or ☐ 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) (St ...

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 March 31, 2023 or ☐ 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) (S ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File No. 000-56451 STRAWBERRY FIELDS REIT, INC. (Exact name of registrant as specified in its charter) (State or other jurisdic ...

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, 2022 or ☐ 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: 000-56451 Strawberry Fields REIT, Inc. (Exact name of registrant as specified in its charter ...

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 June 30, 2022 or ☐ 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: 000-56451 Strawberry Fields REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 84-2336054 (State or other ju ...