Sculptor Diversified Real Estate Income Trust Adds Two Share Classes for Private Offering

Class SII carries an 8% performance allocation, a rate none of the REIT’s existing share classes uses.

October 27, 2026

Sculptor Diversified Real Estate Income Trust intends to raise capital through a private offering of two new classes of common stock, Class II and Class SII. The board approved the designations, and on October 21, 2026, the non-traded REIT amended and restated its advisory agreement with Sculptor Advisors LLC, its operating partnership agreement and its share repurchase plan to accommodate them.

The REIT invests mainly in stabilized, income-producing commercial real estate in the United States and Europe across traditional and non-traditional property sectors. The company said the new classes carry substantially the same rights, preferences and redemption terms as its existing common stock, including the same proportional claim on the company's assets. The new classes are set apart by their management fees and performance allocations.

Management Fees

Under the amended advisory agreement, Class II shares pay the adviser a management fee of 0.75% of NAV per year, the same rate charged on Class A, Class AA and Class I-S shares. Class SII shares pay 0.50%, matching Class F and Class FF. The REIT's Class S, Class D and Class I shares pay 1.25%, and Class E pays no management fee.

Performance Allocations

The operating partnership agreement sets a separate performance allocation for each new class, paid to Sculptor Diversified REIT Special Limited Partner LP:

• Class II: 10% of total return above a 7% annualized hurdle, with a 50% catch-up. These are the same terms that apply to Class A, Class AA and Class I-S.
• Class SII: 8% of total return above a 7% annualized hurdle, with a 50% catch-up.

Both classes include a loss carryforward, so a year of negative returns must be recovered before the allocation resumes. Class F and Class FF carry a 6.25% allocation over a 7% hurdle, while Class S, Class D and Class I carry 12.5% over a 5% hurdle with a full catch-up.

Charter Changes

On October 23, the company filed articles of amendment with the Maryland State Department of Assessments and Taxation raising its authorized capital stock from 2.4 billion shares to 2.6 billion, and its authorized common stock from 2.3 billion shares to 2.5 billion. Articles supplementary filed immediately afterward designate 100 million shares each as Class II and Class SII.

The company did not disclose the size or timing of the private offering, its offering price, or which investors are eligible to buy the new classes. The amended share repurchase plan, effective October 21, brings Class II and Class SII into the REIT's existing repurchase program.