8-K

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): January 31, 2024

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 February 1, 2024, the Company issued the following shares based on the respective net asset value per share as of December 31, 2023. 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.

The following table details the shares issued and gross proceeds:

	Number of Shares Issued	Gross Proceeds
Class E Shares(1)	9,538	$	101,689
Class FF Shares(2)	192,467	2,085,000
Total	202,005	$	2,186,689

_______________________________________

(1) Class E shares were issued to Sculptor Advisors LLC as payment for accrued management fees.

(2) Includes sales load fees of $35,000.

Item 7.01. Regulation FD Disclosure.

January 2024 Distributions

On January 31, 2024, 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 E Shares	$	0.0627	$	—	$	0.0627
Class F Shares	$	0.0627	$	—	$	0.0627
Class FF Shares	$	0.0627	$	0.0045	$	0.0582

_________________________________________________

(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 January 31, 2024 and will be paid on or about February 12, 2024. 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:	February 6, 2024

XML

Cover	Jan. 31, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 31, 2024
Entity Registrant Name	Sculptor Diversified Real Estate Income Trust, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	000-56566
Entity Tax Identification Number	88-0870670
Entity Address, Address Line One	9 West 57th Street,
Entity Address, Address Line Two	40th Floor
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	(212)
Local Phone Number	790-0000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Amendment Flag	false
Entity Central Index Key	0001914496