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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2025
Sculptor Diversified Real Estate Income Trust, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Maryland | | 000-56566 | | 88-0870670 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS. Employer Identification No.) |
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9 West 57th Street, 40th Floor New York, NY 10019 |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (212) 790-0000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☒
Item 3.02 Unregistered Sales of Equity Securities.
On May 1, 2025, Sculptor Diversified Real Estate Income Trust, Inc. (the “Company”) issued the following shares based on the respective net asset value per share as of March 31, 2025.
The following table details the shares issued and gross proceeds:
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| | Number of Shares Issued | | Gross Proceeds |
Class E Shares(1) | | 294,570 | | | $ | 3,151,225 | |
Class AA Shares(2) | | 289,186 | | | 3,083,500 | |
| Class A Shares | | 23,954 | | | 247,500 | |
| Total | | 607,710 | | | $ | 6,482,225 | |
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(1) Includes $151,065 of shares or 14,121 shares issued to Sculptor Advisors LLC as payment for accrued management fees.
(2) Includes sales load fees of $58,500 for Class AA Shares.
On April 11, 2025, the Company, pursuant to its distribution reinvestment plan, issued the following shares based on the respective net asset value per share as of February 28, 2025:
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| | Number of Shares Issued | | Purchase Price |
Class E Shares(1) | | 1,915 | | | $ | 20,499 | |
| Class F Shares | | 132 | | | 1,404 | |
| Class FF Shares | | 22,187 | | | 232,381 | |
| Class AA Shares | | 11,912 | | | 125,167 | |
| Class A Shares | | 918 | | | 9,525 | |
| Class I-S Shares | | 289 | | | 2,985 | |
| Total | | 37,353 | | | $ | 391,961 | |
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(1) Includes distributions of 138 Class E restricted shares or $1,481 of shares in connection with the restricted stock held by our independent directors under our independent director compensation plan.
The offer, sale, and issuance of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder.
Item 7.01. Regulation FD Disclosure.
April 2025 Distributions
On April 30, 2025, the Company declared distributions for each class of its common stock in the amounts per share set forth below:
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| | Gross Distribution | | Distribution Fees | | Net Distribution |
| Class E Shares | | $ | 0.0615 | | | $ | — | | | $ | 0.0615 | |
| Class F Shares | | $ | 0.0615 | | | $ | — | | | $ | 0.0615 | |
| Class FF Shares | | $ | 0.0615 | | | $ | 0.0043 | | | $ | 0.0572 | |
| Class A Shares | | $ | 0.0615 | | | $ | — | | | $ | 0.0615 | |
| Class AA Shares | | $ | 0.0615 | | | $ | 0.0043 | | | $ | 0.0572 | |
| Class I-S Shares | | $ | 0.0615 | | | $ | — | | | $ | 0.0615 | |
The net distributions for each class of common stock (which represents the gross distributions less distribution fees for the applicable class of common stock) are payable to stockholders of record immediately following the close of business on April 30, 2025 and will be paid on or about May 12, 2025. These distributions will be paid in cash or reinvested in shares of the Company’s common stock for stockholders participating in the Company’s distribution reinvestment plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Sculptor Diversified Real Estate Income Trust, Inc. |
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| By: | /s/ Ellen Conti |
| Name: | Ellen Conti |
| Title: | Chief Financial Officer |
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| Date: | May 6, 2025 |