StratCap Digital Infrastructure REIT Launches $500 Million Common Stock Offering

StratCap Digital Infrastructure REIT, Inc. has launched a $500 million common stock offering following SEC approval of its registration statement on February 14, 2025. The offering includes a primary best-efforts sale and an additional $75 million through a distribution reinvestment plan.

Dealer Manager Agreement and Fee Structure

To manage the process, StratCap Securities, LLC—an affiliate of the company’s external advisor—has been appointed as the dealer manager. Under the agreement, the dealer manager will receive selling commissions and distribution fees that vary by share class. Some of these fees will be reallocated to participating broker-dealers providing investor services.

The fee structure includes:

• Class T shares: Selling commission up to 3.0% of the transaction price, plus a 0.5% dealer manager fee.


• Class S shares: Selling commission up to 3.5% of the transaction price.


• Class D shares: Selling commission up to 1.5% of the transaction price.


• Ongoing distribution fees: 0.85% per year for Class T and Class S shares, and 0.25% per year for Class D shares.

Class D, S, and T shares come with specific distribution fees that phase out once cumulative costs hit a predefined cap, at which point the shares convert to Class I. This conversion also takes effect if the company lists its shares, completes a major corporate transaction, or reaches a set threshold for underwriting costs.

Key Exemptions and Terms

Class D shares are exempt from dealer manager fees, while Class I shares and reinvested distributions avoid selling commissions and stockholder servicing fees entirely. The agreement also establishes indemnification provisions between StratCap, its dealer manager, and participating broker-dealers.

Termination Conditions

The agreement includes clear termination terms. It can end with 60 days’ written notice or immediately if a material breach occurs. The company has filed the full agreement as an exhibit in its SEC submission.