Sculptor Diversified Real Estate Income Trust, Inc. filed a Current Report on Form 8-K with the Securities and Exchange Commission on October 21, 2026, announcing a series of corporate actions regarding its capital structure. The company intends to conduct a private offering of new share classes, which prompted the amendment of several key agreements and the filing of charter amendments with the Maryland State Department of Assessments and Taxation.
The board of directors approved the authorization, designation, and offering of Class II common stock and Class SII common stock. Both new classes carry a par value of $0.01 per share. According to the filing, the preferences, rights, voting powers, and redemption terms for these New Share Classes are substantially similar to the rights of the company's existing classes of common stock, including proportional rights to the company’s assets.
On October 23, 2026, the company filed Articles of Amendment to its charter. This filing increased the total number of shares of capital stock the company has authority to issue to 2.6 billion and the number of shares of common stock to 2.5 billion. Following this, the company filed Articles Supplementary to classify and designate authorized but unissued shares. Specifically, 100 million shares were designated as Class II Common Shares and 100 million shares were designated as Class SII Common Shares.
In addition to the new share classes, the company entered into an Eighth Amended and Restated Advisory Agreement on October 21, 2026, involving the Company, its Operating Partnership, and its Adviser. The company also entered into a Fourth Amended and Restated Limited Partnership Agreement for the Operating Partnership on the same date. Furthermore, the company amended and restated its share repurchase plan on October 21, 2026, to incorporate the New Share Classes.
