ThZeal - The Zeal

sreit-20231031

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): October 31, 2023

Sculptor Diversified Real Estate Income Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

000-56566

88-0870670

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS. Employer

Identification No.)


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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

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 November 1, 2023, the Company issued an aggregate of 99,774 of its Class FF shares for gross proceeds of approximately $1.1 million, based on net asset value per share as of September 30, 2023. The offer and sale 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.

The following table details the shares issued:


	Number of Shares Issued	Consideration
Class FF Shares	99,774	$	1,055,000
Total	99,774	$	1,055,000

Item 7.01. Regulation FD Disclosure.

October 2023 Distributions

On October 31, 2023, the Company declared distributions for each class of its common stock in the amounts per share set forth below:


	Gross Distribution		Distribution Fees(1)		Net Distribution
Class F Shares	$	0.0622	$	—	$	0.0622
Class FF Shares	$	0.0622	$	0.0045	$	0.0577

_________________________________________________

(1) On October 1, 2023 Class FF shares became subject to an annual distribution fee of 0.50% per annum of the aggregate NAV of our outstanding Class FF shares.

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 October 31, 2023 and will be paid on or about November 10, 2023. 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.


Sculptor Diversified Real Estate Income Trust, Inc.

By:			/s/ Dava Ritchea
Name:			Dava Ritchea
Title:			Chief Financial Officer

Date:			November 6, 2023