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): ~~October~~November 3114, 2025

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 38.0201. ~~Unregistered~~Other ~~Sales of Equity Securities~~Events.

~~On November~~October 331, 2025, ~~Sculptor~~Net ~~Diversified~~Asset ~~Real~~Value ~~Estate Income Trust, Inc.~~ (~~the~~ “~~Company~~NAV”) ~~issued the following shares based on the respective net asset value~~ per ~~share as of September 30, 2025.~~ Share

~~The~~On ~~following~~November 14, ~~table~~2025, ~~details~~we released the ~~shares~~NAV ~~issued~~per ~~and~~share ~~gross~~for ~~proceeds~~each share class of our common stock as of October 31, 2025, which amounts are as follows:

			Number of Shares Issued	Gross Proceeds
	NAV per Share
Class E Shares(1)			15,276	$	171,944
Class E	$	11.2907
Class AA Shares(2)			138,639	1,525,100
Class F	$	11.0878
Class F Shares			902,351	9,980,000
Class FF	$	10.9153
Total			1,056,266	$	11,677,044
Class AA	$	10.8697
Class A	$	10.7616
Class I-S	$	10.7194

~~_______________________________________~~NAV Calculation

~~(1)~~ We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our total NAV presented in the following tables includes the NAV of our Class E, ~~shares~~Class ~~were~~F, ~~issued~~Class toFF, ~~Sculptor~~Class ~~Advisors~~AA, ~~LLC~~Class asA ~~payment~~and ~~for~~Class ~~accrued~~I-S ~~management~~common ~~fees~~shares, which were reduced by the noncontrolling interests in our consolidated subsidiaries.

~~(2) Includes~~The ~~sales~~following ~~load~~table ~~fees~~provides a breakdown of ~~$20~~the major components of our NAV as of October 31,~~100~~ ~~for~~2025 ~~Class~~(amounts AAin ~~Shares.~~thousands, except share/unit data):

On October 10, 2025, the Company, pursuant to its distribution reinvestment plan, issued the following shares based on the respective net asset value per share as of August 31, 2025:


Components of NAV
Investments in real estate, net (including goodwill)	$	748,782
Investment in an unconsolidated joint venture	2,227
Investment in real estate debt	68,960
Cash and cash equivalents	34,182
Restricted cash	17,666
Receivables	1,375
Other assets	3,302
Mortgages, credit facility and financing obligations, net	(348,110)
Accounts payable and other liabilities	(22,196)
Management fee payable	(355)
Accrued performance participation allocation	(2,527)
Due to related parties, net	(28)
Noncontrolling interest in the consolidated subsidiaries	(32,579)
Net Asset Value	$	470,699
Number of outstanding shares/units	42,587,898

	Number of Shares Issued	Purchase Price
Class E Shares(1)	2,565	$	28,680
Class F Shares	137	1,503
Class FF Shares	22,792	246,677
Class AA Shares	22,041	237,970
Class A Shares	955	10,206
Class I-S Shares	301	3,199
Total	48,791	$	528,235

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of October 31, 2025 (amounts in thousands, except share/unit and per share/unit data):

_______________________________________


NAV per share	Class E Shares		Class F Shares		Class FF Shares		Class AA Shares		Class A Shares		Class I-S Shares		Operating Partnership Units(1)		Total
NAV	$	89,659	$	217,409	$	69,063	$	73,505	$	18,685	$	541	$	1,837	$	470,699
Number of outstanding shares/units	7,940,916		19,607,983		6,327,139		6,762,396		1,736,279		50,443		162,742		42,587,898
NAV Per Share/Unit	$	11.2907	$	11.0878	$	10.9153	$	10.8697	$	10.7616	$	10.7194	$	11.2907	$	11.0524

_____________________________________

(1) Includes ~~distributions~~the ofpartnership ~~110~~interests ~~Class~~of ESculptor ~~restricted~~Diversified ~~shares~~REIT atOperating ~~$1,228~~Partnership inLP ~~connection with the restricted stock~~ held by ~~our~~Sculptor ~~independent~~Diversified ~~directors~~REIT ~~under~~Special ~~our~~Limited ~~independent~~Partner ~~director compensation plan~~LP.

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.

Item 7.01. Regulation FD Disclosure.

October 2025 Distributions

On October 31, 2025, the Company declared distributions for each class of its common stock in the amounts per share set forth below:

	Gross Distribution		Distribution Fees		Net Distribution
Class E Shares	$	0.0643	$	—	$	0.0643
Class F Shares	$	0.0643	$	—	$	0.0643
Class FF Shares	$	0.0643	$	0.0046	$	0.0597
Class A Shares	$	0.0643	$	—	$	0.0643
Class AA Shares	$	0.0643	$	0.0046	$	0.0597
Class I-S Shares	$	0.0643	$	—	$	0.0643

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 October 31, 2025 and will be paid on or about November 12, 2025. 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/ Steven Orbuch
Name:			Steven Orbuch
Title:			Chief Executive Officer
Date:			November 514, 2025

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