Strawberry Fields REIT, Inc.

Item 1.01 Entry into a Material Definitive Agreement .

Item 3.02 Unregistered Sales of Equity Securities. On September 15, 2026, Strawberry Fields REIT, Inc. (the “Company”) completed an offering of units solely within Israel, pursuant to exemptions from registration contained in Regulation S (17 CFR Sections 230.901, et. seq.). The units consisted of par value NIS1,000 Bonds (Series D) and Warrants (Series 2) and yielded gross proceeds of approximately $17 million. Neither the bonds nor the warrants will be listed for trading on any U.S. stock exchange or market. The terms of the Regulation S offering are set forth in the Shelf Offering Report filed with the Tel Aviv Stock Exchange LTD (the “TASE”), an English translation of which is filed herewith as Exhibit 99.1, and is incorporated herein by reference. The English translation of the Shelf Offering Report is provided for convenience only and the Hebrew version is the binding version. In connection with the offering and issuance of the bonds, the Company entered into a Deed of Trust dated September 14, 2026, between the Company and Mishmeret Trust Services Company Ltd., a copy of which is filed herewith as Exhibit 10.1, and is incorporated herein by reference The warrants became exercisable upon their listing on the TASE and will expire on December 30, 2027. Each warrant entitles its holder to purchase one share of Company common stock at an exercise price per share equal to NIS 46. As of September 15, 2026, this was equal to $15.12. Notwithstanding the foregoing, the exercise price shall never be less than the closing price of a share of common stock on The NYSE American on the date prior to the issuance of the warrants. The terms of the warrants are governed by and are completely set forth in the Shelf Offering Report filed herewith as Exhibit 99.1, which is incorporated herein by reference. The 1,034,940 shares of common stock underlying the warrants are offered and will be sold by the Company pursuant to an effective registration statement on Form S-3 (File No. 333-295065), as well as a prospectus supplement in connection the offering of such shares to be filed with the Securities and Exchange Commission on September 17, 2026.