Stratcap Digital Infrastructure REIT Inc.
02/13/2026 | Press release | Distributed by Public on 02/13/2026 14:03
Supplemental Prospectus (Form 424B3)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-284566
STRATCAP DIGITAL INFRASTRUCTURE REIT, INC.
SUPPLEMENT NO. 4 DATED FEBRUARY 13, 2026
TO THE PROSPECTUS, DATED DECEMBER 12, 2025
This prospectus supplement (this "Supplement") is part of and should be read in conjunction with the prospectus of StratCap Digital Infrastructure REIT, Inc. (the "Company", "we", "us" or "our"), dated December 12, 2025 (as supplemented to date, the "Prospectus"). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.
The purposes of this Supplement are as follows:
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to provide an update on the status of our public offering; and |
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to provide an update on the results of our annual meeting of stockholders. |
Status of Our Offering
Our registration statement on Form S-11 for our initial public offering, or the Offering, of $575,000,000 of shares of Class D shares, Class I shares, Class S shares and Class T shares, consisting of up to $500,000,000 of Class D shares, Class I shares, Class S shares and Class T shares in our primary offering and up to $75,000,000 of Class D shares, Class I shares, Class S shares and Class T shares pursuant to our distribution reinvestment plan, was declared effective by the U.S. Securities and Exchange Commission on February 14, 2025. As of the date of this Supplement, we had accepted investors' subscriptions for and issued approximately 2,979,260 shares of Class I common stock and 69,434 shares of Class T common stock, resulting in receipt of gross proceeds of approximately $30,242,238 and $728,900 respectively.
Results of Our Annual Meeting
On February 11, 2026, we held our 2025 Annual Meeting of Stockholders (the "Annual Meeting"). Because 5,841,858 shares of our common stock, or approximately 50.05% of the 11,670,918 total outstanding shares of our common stock entitled to vote at the Annual Meeting, were present online or by proxy, a quorum was present at the Annual Meeting, as required by our Amended and Restated Bylaws. The immediately following charts set forth the number of votes cast for and against, and the number of abstention votes and broker non-votes, with respect to each matter voted upon by the stockholders.
Proposal No. 1 - Election of Directors
The following nine individuals were elected to our Board of Directors to serve as directors until the next annual meeting of stockholders and until their successors have been duly elected and qualified.
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Votes For |
Votes Abstained |
Broker Non-Votes |
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James Condon |
5,704,456 |
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137,402 |
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- |
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Daniel Green |
5,714,165 |
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127,694 |
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- |
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Kate Mitchell |
5,705,207 |
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136,651 |
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- |
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Jeff Hersh |
5,714,165 |
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127,694 |
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- |
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Kimberly Arth |
5,699,864 |
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141,994 |
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- |
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Isiah Thomas |
5,675,180 |
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166,678 |
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- |
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Simon Mitchell |
5,697,207 |
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144,651 |
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- |
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Andrew Selim |
5,698,153 |
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143,706 |
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- |
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Adam Baxter |
5,709,151 |
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132,707 |
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- |
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Proposal No. 2 - Ratification of the Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025
The appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified.
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Votes For |
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Votes Against |
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Votes Abstained |
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5,656,394 |
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33,532 |
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151,933 |
Stratcap Digital Infrastructure REIT Inc. published this content on February 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 13, 2026 at 20:04 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]