PCOK 10-Q Quarterly Report Sept. 30, 2025

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

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pacoaksor-20250930

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________

FORM 10-Q

______________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-54382

______________________________________________________

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

______________________________________________________


Maryland									26-3842535
(State or Other Jurisdiction of Incorporation or Organization)									(I.R.S. Employer Identification No.)
3200 Park Center Dr. , Suite 800
Costa Mesa , California									92626
(Address of Principal Executive Offices)									(Zip Code)

( 866 ) 722-6257

(Registrant’s Telephone Number, Including Area Code)

______________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-Accelerated Filer

☒

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 12, 2025, there were 102,951,395 outstanding shares of common stock of Pacific Oak Strategic Opportunity REIT, Inc.

Table of Contents

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

FORM 10-Q

September 30, 2025

INDEX


PART I.	FINANCIAL INFORMATION		2
	Item 1.	Financial Statements	2
		Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	2
		Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024	3
		Consolidated Statements of (Deficit) Equity (unaudited) for the Three and Nine Mo nths Ended September 30, 2025 and 2024	4
		Consolidated Statements of Cash Flows (unaudited) for the Nine M onths Ended September 30, 2025 and 2024	5
		Condensed Notes to Consolidated Financial Statements as of September 30, 2025 (unaudited)	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33
	Item 4.	Controls and Procedures	34
PART II.	OTHER INFORMATION		35
	Item 1.	Legal Proceedings	35
	Item 1A.	Risk Factors	35
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
	Item 3.	Defaults upon Senior Securities	36
	Item 4.	Mine Safety Disclosures	36
	Item 5.	Other Information	36
	Item 6.	Exhibits	38
SIGNATURES			40

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)


	September 30, 2025		December 31, 2024
	(unaudited)
Assets
Real estate held for investment, net	$	645,871	$	725,701
Real estate held for sale, net	58,475		158,378
Real estate equity securities	14,758		13,154
Total real estate and real estate-related investments, net	719,104		897,233
Cash and cash equivalents	19,991		56,000
Restricted cash	51,109		42,376
Investments in unconsolidated entities	64,166		88,087
Due from affiliate	2,317		—
Rents and other receivables, net	15,446		14,013
Prepaid expenses and other assets	12,666		14,695
Other assets related to real estate held for sale, net	—		12,552
Total assets	$	884,799	$	1,124,956
Liabilities and (deficit) equity
Notes payable related to real estate held for investment, net	$	510,775	$	438,640
Bonds payable, net	290,276		319,394
Notes payable related to real estate held for sale, net	66,670		107,258
Notes and bonds payable, net	867,721		865,292
Accounts payable and accrued liabilities	26,403		30,492
Due to affiliate	25,107		12,660
Other liabilities	52,352		57,302
Other liabilities related to real estate held for sale	4,775		3,407
Total liabilities	976,358		969,153
Commitments, contingencies and guarantees (Note 9)
(Deficit) equity
Stockholders’ (deficit) equity
Preferred stock, $ .01 par value; 10,000,000 shares authorized, no shares issued and outstanding	—		—
Common stock, $ .01 par value; 1,000,000,000 shares authorized, 102,951,395 shares issued and outstanding as of September 30, 2025 and December 31, 2024	1,030		1,030
Additional paid-in capital	898,602		898,682
Cumulative distributions and net loss	( 984,919 )		( 740,770 )
Total stockholders’ (deficit) equity	( 85,287 )		158,942
Noncontrolling interests	( 6,272 )		( 3,139 )
Total (deficit) equity	( 91,559 )		155,803
Total liabilities and (deficit) equity	$	884,799	$	1,124,956

See accompanying condensed notes to consolidated financial statements.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues:
Rental income	$	26,556	$	30,223	$	83,574	$	92,045
Hotel revenues	1,000		1,186		5,622		6,225
Other operating income	938		1,028		2,872		2,977
Total revenues	28,494		32,437		92,068		101,247
Expenses:
Operating, maintenance, and management	11,277		11,791		34,888		33,877
Real estate taxes and insurance	4,564		5,618		15,466		18,649
Hotel expenses	1,245		1,363		4,619		5,016
Asset management fees to affiliate	2,298		3,901		7,694		11,875
General and administrative expenses	2,315		2,314		8,525		10,108
Foreign currency transaction loss (gain), net	5,906		4,556		30,063		( 6,724 )
Depreciation and amortization	7,694		10,276		27,742		31,405
Interest expense, net (1)	19,815		20,585		53,109		55,366
Impairment charges on real estate and related intangibles	76,797		15,800		128,776		76,090
Impairment charges on goodwill	949		—		949		—
Total expenses	132,860		76,204		311,831		235,662
Other (loss) income:
Loss from unconsolidated entities, net	( 8,558 )		( 9,801 )		( 22,824 )		( 26,531 )
Other income	252		379		1,268		1,117
Gain (loss) on real estate equity securities, net	642		8,726		1,604		( 7,905 )
Loss on sale of real estate, net	( 7,636 )		( 1,243 )		( 6,392 )		( 624 )
Loss on extinguishment of debt, net	( 1,045 )		—		( 1,045 )		—
Total other loss, net	( 16,345 )		( 1,939 )		( 27,389 )		( 33,943 )
Net loss before income taxes	( 120,711 )		( 45,706 )		( 247,152 )		( 168,358 )
Income tax benefit	830		—		—		—
Net loss	( 119,881 )		( 45,706 )		( 247,152 )		( 168,358 )
Net loss attributable to noncontrolling interests	2,165		1,981		3,003		3,939
Net loss attributable to common stockholders	$	( 117,716 )	$	( 43,725 )	$	( 244,149 )	$	( 164,419 )
Net loss per common share, basic and diluted	$	( 1.14 )	$	( 0.42 )	$	( 2.37 )	$	( 1.59 )
Weighted-average number of common shares outstanding, basic and diluted	102,951,395		102,969,498		102,951,395		103,128,083

_____________________

(1) Includes related party interest expense of $ 0.3 million and $ 0.6 million for the three and nine months ended September 30, 2025. There was no related party interest expense for the three and nine months ended September 30, 2024. Refer to Note 6 for additional details.

See accompanying condensed notes to consolidated financial statements.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONSOLIDATED STATEMENTS OF (DEFICIT) EQUITY

(unaudited)

(in thousands, except share amounts)


	Common Stock			Additional Paid-in Capital		Cumulative Distributions and Net Loss		Total Stockholders' (Deficit) Equity		Noncontrolling Interests		Total (Deficit) Equity
	Shares	Amounts
Balance, June 30, 2025	102,951,395	$	1,030	$	898,602	$	( 867,203 )	$	32,429	$	( 4,132 )	$	28,297
Net loss	—	—		—		( 117,716 )		( 117,716 )		( 2,165 )		( 119,881 )
Noncontrolling interest contribution	—	—		—		—		—		25		25

Balance, September 30, 2025	102,951,395	$	1,030	$	898,602	$	( 984,919 )	$	( 85,287 )	$	( 6,272 )	$	( 91,559 )

	Common Stock			Additional Paid-in Capital		Cumulative Distributions and Net Loss		Total Stockholders' Equity		Noncontrolling Interests		Total Equity
	Shares	Amounts
Balance, June 30, 2024	103,016,968	$	1,030	$	899,052	$	( 760,627 )	$	139,455	$	( 617 )	$	138,838
Net loss	—	—		—		( 43,725 )		( 43,725 )		( 1,981 )		( 45,706 )
Transfers to redeemable common stock, net	—	—		1,860		—		1,860		—		1,860
Noncontrolling interest contributions	—	—		—		—		—		96		96
Noncontrolling interest distribution	—	—		( 1,705 )		—		( 1,705 )		( 632 )		( 2,337 )
Redemptions of common stock	( 65,573 )	—		( 525 )		—		( 525 )		—		( 525 )
Balance, September 30, 2024	102,951,395	$	1,030	$	898,682	$	( 804,352 )	$	95,360	$	( 3,134 )	$	92,226


	Common Stock			Additional Paid-in Capital		Cumulative Distributions and Net Loss		Total Stockholders' (Deficit) Equity		Noncontrolling Interests		Total (Deficit) Equity
	Shares	Amounts
Balance, December 31, 2024	102,951,395	$	1,030	$	898,682	$	( 740,770 )	$	158,942	$	( 3,139 )	$	155,803
Net loss	—	—		—		( 244,149 )		( 244,149 )		( 3,003 )		( 247,152 )
Noncontrolling interest contribution	—	—		—		—		—		35		35
Noncontrolling interest distributions	—	—		( 80 )		—		( 80 )		( 165 )		( 245 )
Balance, September 30, 2025	102,951,395	$	1,030	$	898,602	$	( 984,919 )	$	( 85,287 )	$	( 6,272 )	$	( 91,559 )

	Common Stock			Additional Paid-in Capital		Cumulative Distributions and Net Loss		Total Stockholders' Equity		Noncontrolling Interests		Total Equity
	Shares	Amounts
Balance, December 31, 2023	103,310,648	$	1,033	$	901,049	$	( 639,933 )	$	262,149	$	1,215	$	263,364
Net loss	—	—		—		( 164,419 )		( 164,419 )		( 3,939 )		( 168,358 )
Transfers from redeemable common stock payable, net	—	—		2,217		—		2,217		—		2,217
Noncontrolling interest contributions	—	—		—		—		—		493		493
Noncontrolling interest distributions	—	—		( 1,705 )		—		( 1,705 )		( 903 )		( 2,608 )
Redemptions of common stock	( 359,253 )	( 3 )		( 2,879 )		—		( 2,882 )		—		( 2,882 )
Balance, September 30, 2024	102,951,395	$	1,030	$	898,682	$	( 804,352 )	$	95,360	$	( 3,134 )	$	92,226

See accompanying condensed notes to consolidated financial statements.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)


	Nine Months Ended September 30,
	2025		2024
Cash Flows from Operating Activities:
Net loss	$	( 247,152 )	$	( 168,358 )
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment charges on real estate and related intangibles	128,776		76,090
Impairment of goodwill	949		—
Loss from unconsolidated entities, net	22,824		26,531
Deferred rent	1,158		( 906 )
Provision for credit loss	1,780		1,936
Depreciation and amortization	27,742		31,405
(Gain) loss on real estate equity securities, net	( 1,604 )		7,905
Loss on sale of real estate, net	6,392		624
Loss on extinguishment of debt, net	1,045		—
Amortization of deferred financing costs and debt discount and premium, net	5,403		7,279
Foreign currency transaction loss (gain), net	30,063		( 6,724 )
Changes in assets and liabilities:
Rents and other receivables, net	( 293 )		( 1,224 )
Prepaid expenses and other assets	659		( 2,007 )
Accounts payable and accrued liabilities	( 2,446 )		( 2,623 )
Due to affiliate	2,447		3,987
Other liabilities	( 1,040 )		5,417
Net cash used in operating activities	( 23,297 )		( 20,668 )
Cash Flows from Investing Activities:
Proceed from sales of real estate, net	34,035		87,411
Improvements to real estate	( 9,157 )		( 22,039 )
Advances to affiliate	( 2,317 )		—
Payments on development obligations	( 3,012 )		( 7,333 )

Distribution of capital from an unconsolidated entity	757		1,497
Purchase of interest rate caps	—		( 1,447 )



Proceeds from interest rate caps	—		2,439
Contributions to an unconsolidated entity	—		( 63,376 )
Payments on foreign currency derivatives, net	—		( 478 )
Proceeds from the sale of real estate equity securities	—		16,379

Net cash provided by investing activities	20,306		13,053
Cash Flows from Financing Activities:
Advances from affiliate loans	10,000		—
Principal payments on notes and bonds payable	( 109,260 )		( 273,173 )
Noncontrolling interest contributions	35		493
Noncontrolling interest distributions	( 245 )		( 2,608 )

Proceeds from notes and bonds payable	80,000		179,787
Payments of deferred financing costs	( 3,699 )		( 6,454 )
Prepayment penalties on extinguishment of debt	( 1,473 )		—
Redemptions of common stock	—		( 2,882 )
Net cash used in financing activities	( 24,642 )		( 104,837 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash	357		1,570
Net decrease in cash, cash equivalents and restricted cash	( 27,276 )		( 110,882 )
Cash, cash equivalents and restricted cash, beginning of period	98,376		155,209
Cash, cash equivalents and restricted cash, end of period	$	71,100	$	44,327

See accompanying condensed notes to consolidated financial statements.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(unaudited)

(in thousands)


	Nine Months Ended September 30,
	2025		2024
Supplemental Disclosure of Cash Flow Information:
Interest paid, net of capitalized interest of $ 1,552 and $ 3,474 for the nine months ended September 30, 2025 and 2024, respectively	$	46,762	$	49,136
Supplemental Disclosure of Significant Noncash Transaction:

Accrued development obligations	8,487		3,880

See accompanying condensed notes to consolidated financial statements.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(unaudited)

1. ORGANIZATION

Pacific Oak Strategic Opportunity REIT, Inc. (the “Company”) was formed on October 8, 2008 as a Maryland corporation and elected to be taxed as a real estate investment trust (“REIT”). The Company conducts its business primarily through Pacific Oak SOR (BVI) Holdings, Ltd. (“Pacific Oak SOR BVI”), a private company limited by shares according to the British Virgin Islands Business Companies Act, 2004, which was incorporated on December 18, 2015 and is authorized to issue a maximum of 50,000 common shares with no par value. Upon incorporation, Pacific Oak SOR BVI issued one certificate containing 10,000 common shares with no par value to Pacific Oak Strategic Opportunity Limited Partnership (the “Operating Partnership”), a Delaware limited partnership formed on December 10, 2008. The Company is the sole general partner of, and owns a 0.1 % partnership interest in, the Operating Partnership. Pacific Oak Strategic Opportunity Holdings LLC (“REIT Holdings”), a Delaware limited liability company formed on December 9, 2008, owns the remaining 99.9 % interest in the Operating Partnership and is its sole limited partner. The Company is the sole member and manager of REIT Holdings.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no significant changes to the Company’s accounting policies since it filed its audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 2024. For further information about the Company’s accounting policies, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”).

Principles of Consolidation and Basis of Presentation

The accompanying unaudited consolidated financial statements and condensed notes thereto have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods. Operating results for the three and nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

The consolidated financial statements include the accounts of the Company, REIT Holdings, the Operating Partnership, Pacific Oak SOR BVI and their direct and indirect wholly owned subsidiaries, and joint ventures in which the Company has a controlling interest and variable interest entities in which the Company is the primary beneficiary. All significant intercompany balances and transactions are eliminated in consolidation.

Liquidity

The Company generally finances its real estate investments and operations using notes payable that are typically structured as non-recourse secured mortgages with original maturities of three to five years , with short-term extension options available upon the Company meeting certain debt extension covenants. Additionally, the Company has issued bonds in Israel to finance its real estate investments which have original maturities of three to six years . The Company has $ 877.0 million of debt obligations coming due within one year from the date the financial statements are issued, including debt obligations that are in technical default. Refer to Note 4 for additional details.

Additionally, on September 30, 2025, the Company’s Series B and Series D bonds (“Series Bonds”) were downgraded from ilBBB to ilB by S&P Global Ratings Maalot Ltd. and this constitutes an event of default and as a result, the bondholders have the right to declare the Series Bonds of 975.3 million Israeli new shekels ($ 295.0 million as of September 30, 2025) immediately due and payable.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2025

(unaudited)

In anticipation of an event of default related to the Series Bonds, on August 26, 2025, the Company, Pacific Oak SOR BVI, Pacific Oak Capital Advisors, and the bondholders’ trustee entered into a negotiation agreement (the “Standstill”). The Standstill remains in effect until the earlier of 20 days following Pacific Oak SOR BVI’s election to terminate the Standstilll or the date on which the bondholders resolves to accelerate any Series Bonds for immediate repayment. Additionally, the Standstill contains several operating guidelines, which includes requiring Pacific Oak SOR BVI to provide the bondholders’ trustee with any material developments and requiring bondholder approval prior to taking certain actions, among other restrictions. As of the date of filing, the Company is still in negotiations with the bondholders.

As a result of the downgrade on the Series Bonds, the Company also triggered an event of default with the WhiteHawk Capital Partners LP (“WhiteHawk”) loan of $ 80.0 million.

These circumstances raise substantial doubt as to the Company’s ability to continue as a going concern for at least one year following the date the financial statements are issued. In order to satisfy obligations as they mature, management’s plan involve a combination of the following options: (i) may seek to utilize extension options (if available) in the respective loan agreements, (ii) may make partial loan repayments to meet debt covenant requirements, (iii) may seek to refinance or restructure certain debt instruments, (iv) may sell real estate properties or equity securities to convert to cash to make principal payments, or (v) may negotiate a turnover of one or more secured properties back to the related lender and remit payment for any associated loan guarantee.

As a result of the commercial real estate lending environment, the current interest rate environment, leasing and transaction volume challenges in certain markets, and uncertainties of the negotiations with the bondholders, there can be no assurances as to the certainty or timing of management’s plans to be effectively implemented and as a result, management’s plans do not alleviate the substantial doubt. The Company's financial statements are prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.

Reclassifications

Certain amounts in the accompanying consolidated balance sheets have been reclassified to conform to the current period presentation. During the nine months ended September 30, 2025, the Company sold 17 residential homes and one strategic opportunistic property and two strategic opportunistic properties met the held for sale criteria as of September 30, 2025. As a result, certain assets and liabilities were reclassified to held for sale in the accompanying consolidated balance sheets for all periods presented. These reclassifications have not changed the results of operations of the prior period.

Square Footage, Occupancy and Other Measures

Any references to square footage, number of homes, acreage, occupancy or annualized base rent are unaudited and outside the scope of the Company’s independent registered public accounting firm’s review of the Company’s financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board.

Recently Issued Accounting Standards Updates

In July 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets . ASU 2025-05 amends ASC 326-20 to provide a practical expedient and an accounting policy election related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, and interim reporting periods within that annual period, with early adoption permitted. The Company does not expect adoption of ASU 2025-05 to have a material impact on its consolidated financial statements.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2025

(unaudited)

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses . The ASU will require the Company to provide more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general and administrative expenses, and research and development). The ASU does not change the expense captions an entity presents on the face of the income statement. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect of this adoption on the Company’s disclosures.

3. REAL ESTATE

As of September 30, 2025, the Company consolidated six office complexes, encompassing, in the aggregate, 1.8 million rentable square feet and these properties were 66 % occupied. In addition, the Company owned one residential home portfolio consisting of 2,078 residential homes, and one apartment property, containing 317 units, which were 92 % and 86 % occupied, respectively. The Company also owned one hotel property with 196 rooms, three investments in undeveloped land with 247 developable acres, and one office/retail development property. The following table summarizes the Company’s real estate held for investment as of September 30, 2025 and December 31, 2024 , respectively (in thousands ):


	September 30, 2025		December 31, 2024
Land	$	149,441	$	158,755
Buildings and improvements	566,308		669,556
Tenant origination and absorption costs	3,695		10,602
Total real estate, cost	719,444		838,913
Accumulated depreciation and amortization	( 73,573 )		( 113,212 )
Total real estate held for investment, net	$	645,871	$	725,701

Operating Leases

Certain of the Company’s real estate properties are leased to tenants under operating leases for which the terms and expirations vary. As of September 30, 2025, the leases, excluding options to extend, apartment leases and residential home leases, which have terms that are generally one year or less, had remaining terms of up to 14.9 years with a weighted-average remaining term of 3.6 years. Some of the leases have provisions to extend the lease agreements, options for early termination after paying a specified penalty and other terms and conditions as negotiated. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a lease, the Company requires a security deposit from tenants in the form of a cash deposit and/or a letter of credit. The amount required as a security deposit varies depending upon the terms of the respective leases and the creditworthiness of the tenant, but generally are not significant amounts. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of its security deposit. Security deposits received in cash and assumed in real estate acquisitions related to tenant leases are included in other liabilities in the accompanying consolidated balance sheets totaled $ 6.1 million and $ 4.4 million as of September 30, 2025 and December 31, 2024 , respectively.

As of September 30, 2025 and December 31, 2024 , t he cumulative deferred rent receivable balance, including unamortized lease incentive receivables, was $ 10.8 million and $ 12.6 million, respectively, and is included in re nts and other receivables in the accompanying consolidated balance sheets. The cumulative deferred rent balance included $ 1.5 million of unamortized lease incentives as of September 30, 2025 and December 31, 2024.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2025

(unaudited)

As of September 30, 2025, the future minimum rental income from the Company’s office complexes held for investment, under non-cancelable operating leases was as follows (in thousands):



October 1, 2025 through December 31, 2025	$	10,444
2026	39,754
2027	35,102
2028	29,378
2029	23,602
Thereafter	48,366
	$	186,646

Geographic Concentration Risk

As of September 30, 2025, the Company’s real estate investments in Texas represented 13 % or $ 114.0 million, Tennessee represented 12 % or $ 104.5 million, and in California represented 11 % or $ 93.4 million of the Company’s total assets. As a result, the geographic concentration of the Company’s portfolio makes it particularly susceptible to adverse economic developments in these real estate markets. Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for office space resulting from the local business climate, could adversely affect the Company’s operating results and its ability to make distributions to stockholders.

Hotel Property

The following table provides detailed information regarding the Company’s hotel revenues during the three and nine months ended September 30, 2025 and 2024 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Hotel revenues:
Room	$	835	$	994	$	4,933	$	5,407
Other	165		192		689		818
Hotel revenues	$	1,000	$	1,186	$	5,622	$	6,225

During the three months ended September 30, 2025, there was no advanced deposits as hotel revenues recognized. During the nine months ended September 30, 2025, the Company recognized hotel advanced deposits as hotel revenues of $ 0.3 million in the accompanying consolidated statements of operations.

During the three months ended September 30, 2024, there was no advanced deposits as hotel revenues recognized. During the nine months ended September 30, 2024, the Company recognized hotel advanced deposits as hotel revenues of $ 0.5 million in the accompanying consolidated statements of operations.

Contract Liabilities

The Company’s contract liabilities are comprised of: hotel advanced deposits, deferred proceeds received from the buyers of the Park Highlands land sales, and value of Park Highlands land that was contributed to a master association. As of September 30, 2025 and December 31, 2024, contract liabilities were $ 23.1 million and $ 25.7 million, respectively, which are included in other liabilities on the accompanying consolidated balance sheets.

During the three months ended September 30, 2025, there was no gain on sale of real estate recognized. During the nine months ended September 30, 2025, the Company recognized $ 1.2 million related to Park Highlands land contributed to a master association, as a gain on sale of real estate in the accompanying consolidated statements of operations.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2025

(unaudited)

Impairment of Real Estate

During the three and nine months ended September 30, 2025, the Company recorded impairment charges on real estate and related intangibles of $ 76.8 million and $ 128.8 million, respectively, to write down the carrying value of eight and nine , respectively, of the Company’s strategic opportunistic properties and one hotel to their estimated fair values due to declines in market conditions and projected cash flows, changes in sales comparisons, and also based on quoted prices.

During the three and nine months ended September 30, 2024, the Company recorded impairment charges on real estate and related intangibles of $ 15.8 million and $ 76.1 million, respectively, to write down the carrying value of four and five , respectively, of the Company’s strategic opportunistic properties and one hotel to their estimated fair values due to declines in market conditions and projected cash flows, changes in sales comparisons, and also based on a quoted price.

Real Estate Sales

In July 2025, the Company sold Georgia 400 Center, from the strategic opportunistic properties segment, for gross sale proceeds of $ 39.1 million, before closing costs and credits and recognized a loss on sale of real estate of $ 7.6 million. In connection with the sale, the Company repaid $ 39.5 million of the outstanding principal due under the secured mortgage loan and recognized a gain on extinguishment of debt of $ 0.9 million. The purchaser was not affiliated with the Company or Pacific Oak Capital Advisors and as a result of the sale, certain assets and liabilities were reclassified to held for sale on the consolidated balance sheets as of December 31, 2024.

In September 2024, the Company sold the Lofts at NoHo Commons, from the strategic opportunistic properties segment for gross sale proceeds of $ 92.5 million, before closing costs and credits and recognized a loss on sale of real estate of $ 0.4 million. In connection with the sale, the Company repaid $ 68.5 million of the outstanding principal due under the secured mortgage loan. The purchaser was not affiliated with the Company or Pacific Oak Capital Advisors.

Real Estate Held for Sale

As of September 30, 2025 , two office complexes, within the strategic opportunistic properties segment met the held for sale criteria and the Company reclassified these properties in the accompanying consolidated balance sheets. The two office complexes were under contract to sell and are expected to close within twelve months. There can be no assurance that the Company will complete these transactions.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2025

(unaudited)

4. NOTES AND BONDS PAYABLE

As of September 30, 2025 and December 31, 2024, the Company’s notes and bonds payable consisted of the following (dollars in thousands):


	Book Value as of September 30, 2025		Book Value as of December 31, 2024		Contractual Interest Rate as of September 30, 2025 (1)	Effective Interest Rate at September 30, 2025 (1)	Payment Type (2)	Maturity Date (3)
Series B Bonds (4)	$	117,434	$	127,486	5.18 %	5.18 % (5)	(4)	01/31/2026 (5)
Series D Bonds (4)	177,575		161,436		11.00 %	11.00 % (5)	(4)	02/28/2029 (5)
PORT Mortgage Loan 1	31,793		31,792		4.74 %	4.74 %	Interest Only	10/01/2025 (6)
PORT Mortgage Loan 2	10,523		10,523		4.72 %	4.72 %	Interest Only	03/01/2026
PORT MetLife Loan 1 (7)	54,796		55,939		3.90 %	3.90 %	Interest Only	04/10/2026
PORT MetLife Loan 2 (7)	93,043		93,275		3.99 %	3.99 %	Interest Only	04/10/2026
Crown Pointe Mortgage Loan	54,738		54,738		SOFR + 2.30 %	11.54 % (8)	Interest Only	04/01/2025 (8)
Lincoln Court Mortgage Loan (7)	31,325		31,325		SOFR + 3.25 %	12.49 % (5)	Interest Only	08/07/2025 (5)
Madison Square Mortgage Loan (7)	20,040		20,722		WSJ Prime + 3.00 % (9)	13.50 % (5)	Interest Only	11/30/2025 (5)
Bank of America Mortgage Loan (10)	152,636		156,836		SOFR + 2.75 %	9.99 % (5)	Principal & Interest	09/01/2026 (5)
WhiteHawk Loan (11)	80,000		—		SOFR + 6.50 %	13.74 % (5)	Interest Only	12/01/2027 (5)
Q&C Hotel Mortgage Loan (12)	21,847		21,966		SOFR + 3.50 %	12.74 % (5)	Principal & Interest	07/29/2025 (5)
Richardson Office Mortgage Loan (12)	11,881		12,018		SOFR + 3.50 %	12.74 % (5)	Principal & Interest	07/29/2025 (5)
Eight & Nine Corporate Centre Mortgage Loan (13)	19,406		20,000		SOFR + 4.90 %	14.14 % (5)	Interest Only	02/09/2026 (5)
Series C Bonds (14)	—		39,049		(14)	(14)	(14)	(14)
Georgia 400 Center Mortgage Loan (14)	—		39,662		(14)	(14)	(14)	(14)
Total notes and bonds payable principal outstanding	877,037		876,767
Deferred financing costs and debt discount and premium, net (15)	( 9,316 )		( 11,475 )
Total notes and bonds payable, net	$	867,721	$	865,292

_____________________

(1) Contractual interest rate represents the interest rate in effect under the loan as of September 30, 2025. Effective interest rate was calculated as the actual interest rate in effect as of September 30, 2025 (consisting of the contractual interest rate, contractual floor rates, and default rates, where applicable), using Secured Overnight Financing Rate (“SOFR”) or Wall Street Journal Prime Rate (“WSJ Prime”) as of September 30, 2025, where applicable.

(2) Represents the payment type required under these loans as of September 30, 2025. Certain future monthly payments due under these loans also include amortizing principal payments.

(3) Represents the initial maturity date or the maturity date as extended as of September 30, 2025. For more information of the Company’s contractual obligations under its notes and bonds payable, see five-year maturity table, below.

(4) See “Israeli Bond Financings” below for additional details on the Company’s bonds.

(5) As of the filing date of this Quarterly Report on Form 10-Q, the Company was in technical default for these loans.

(6) Subsequent to September 30, 2025, the Company extended this loan to December 1, 2025.

(7) The Company’s notes and bonds payable are generally non-recourse. These mortgage loans have guarantees over certain balances whereby the Company would be required to make the remaining payments in the event that the Company turned the property over to the lender.

(8) On April 21, 2025, the Company entered into a forbearance agreement for the Crown Pointe Mortgage Loan, which provides for the acknowledgment of an existing event of default and the lender’s agreement to forbear from exercising its remedies until December 31, 2025. In September 2025, the Company entered into a purchase and sale agreement for the Crown Pointe office complex and the loan is non-recourse to the Company. Refer to Note 3 for additional details.

(9) The effective interest rate is at the higher of WSJ Prime plus 1.00 % or 8.50 %.

(10) This loan was cross-collateralized by the associated properties: Park Centre, 1180 Raymond, The Marq, and Oakland City Center. Subsequent to September 30, 2025, the Company received a notice of default and reservation of rights letter from the lender due to unmet debt service payment.

(11) In July 2025, the Company entered into a loan agreement with WhiteHawk for $ 80.0 million. The loan has an annual interest rate of one-month SOFR plus 6.50 % with a SOFR floor of 3.50 % and a maturity date of the earlier of December 1, 2027 or a triggering event. The loan is secured by the Company's undeveloped lands in Park Highlands and Richardson and 210 West 31st Street.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2025

(unaudited)

(12) These loans are cross-collateralized by the Richardson Office and Q&C Hotel properties. The effective interest rate is at the higher of one-month SOFR plus 3.50 % or 7.50 %.

(13) The effective interest rate is at the higher of one-month SOFR plus 4.90 % or 8.90 %. On March 28, 2025, the loan was amended to increase the maximum borrowing capacity to $ 23.5 million, subject to certain conditions.

(14) These loans were paid off during the nine months ended September 30, 2025.

(15) Represents the unamortized premium/discount on notes and bonds payable due to the above- and below-market interest rates when the debt was assumed. The discount/premium is amortized over the remaining life of the notes and bonds payable.

During the three and nine months ended September 30, 2025, the Company incurred $ 19.8 million and $ 53.1 million, respectively, of interest expense. Included in interest expense during the three and nine months ended September 30, 2025 was $ 1.8 million and $ 5.4 million, respectively, of amortization of deferred financing costs and debt discount and premium.

During the three and nine months ended September 30, 2024, the Company incurred $ 20.6 million and $ 55.4 million, respectively, of interest expense. Included in interest expense during the three and nine months ended September 30, 2024 was $ 2.5 million and $ 7.3 million, respectively, of amortization of deferred financing costs and debt discount and premium.

As of September 30, 2025 and December 31, 2024, the Company’s interest payable was $ 10.4 million and $ 11.0 million, respectively.

The following is a schedule of maturities, including principal amortization payments, for all notes and bonds payable outstanding as of September 30, 2025 (in thousands):



October 1, 2025 through December 31, 2025	$	568,139
2026	308,898




	$	877,037

As of September 30, 2025, the Company had $ 877.0 million of debt obligations scheduled to mature over the period from October 1, 2025 through September 30, 2026. The Company’s debt obligations are generally nonrecourse, subject to certain limited guaranty payments, except for the Series Bonds. The Company may seek to refinance the notes and bonds payable, choose to market the properties for sale or negotiate a turnover of the secured properties back to the related mortgage lender.

Debt Covenant Compliance

The Company’s notes payable contain various financial debt covenants, including debt-to-value, debt yield, minimum equity requirements, and debt service coverage ratios. As of September 30, 2025, the Lincoln Court Mortgage Loan was not in compliance with the debt service coverage requirement and the Eight & Nine Corporate Center Loan and Madison Square Mortgage Loan were not in compliance with the minimum net worth covenant. As a result of such non-compliance, the Company is required to provide a cash sweep for the Lincoln Court Mortgage Loan and the Eight & Nine Corporate Center Loan and the Madison Square Mortgage Loan Loan resulted in an event of default. Additionally, as of September 30, 2025, the Company was in default resulting from loan maturities for the: WhiteHawk Loan, Q&C Hotel Mortgage Loan, and Richardson Office Mortgage Loan. Subsequent to September 30, 2025, the Company was also in default for the Bank of America Mortgage Loan due to unmet debt service payments.

Israeli Bond Financings

As of September 30, 2025, the Company had Series Bonds outstanding of 975.3 million Israeli new shekels ($ 295.0 million as of September 30, 2025) with interest rates of 5.18 % to 11.00 %. The deeds of trust that govern the terms of the Series Bonds contain various financial and nonfinancial covenants. The Company was out of compliance for the following covenants for the Series Bonds: the consolidated equity capital covenant, the net adjusted financial debt ratio to the net CAP, and the bond rating covenant, as defined under the deed of trusts. The noncompliance of these covenants constitutes an event of default.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2025

(unaudited)

5. FAIR VALUE DISCLOSURES

As of September 30, 2025 and December 31, 2024, the carrying amounts and fair values of the Company’s financial instruments are as follows (in thousands):


	September 30, 2025				December 31, 2024
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial liabilities (Level 3):
Notes payable	$	577,445	$	582,807	$	545,906	$	540,191
Related party loan	$	10,000	$	10,000	$	—	$	—
Financial liabilities (Level 1):
Series Bonds	$	290,276	$	196,275	$	319,386	$	329,141

Disclosure of the fair value of financial instruments is based on pertinent information available to the Company as of the period end and requires a significant amount of judgment. This has made the estimation of fair values difficult and, therefore, both the actual results and the Company’s estimate of value at a future date could be materially different.

As of September 30, 2025, the Company measured the following assets at fair value (in thousands):


			Fair Value Measurements Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring Basis:
Real estate equity securities	$	14,758	$	14,758	$	—	$	—
Nonrecurring Basis:
Impaired real estate (1)	$	344,535	$	—	$	148,675	$	195,860

_____________________

(1) Amount represents the fair value for a real estate asset impacted by impairment charges during the nine months ended September 30, 2025, as of the date that the fair value measurement was made. During the three months ended September 30, 2025, eight of the Company’s strategic opportunistic properties and one hotel were impaired and written down to their estimated fair values due to declines in market conditions and projected cash flows. Four of the Company’s strategic opportunistic properties and one hotel were measured based on an income approach with the significant unobservable inputs used in evaluating the estimated fair value of the properties, with discount rates between 9.50 % to 12.00 % and terminal cap rates between 8.00 % to 10.00 %. Two strategic opportunistic properties were measured based on quoted prices and one strategic opportunistic property was based on a sales comparison approach. During the nine months ended September 30, 2025, nine of the Company’s strategic opportunistic properties and one hotel were impaired and written down to their estimated fair values due to declines in market conditions and projected cash flows. Four of the Company’s strategic opportunistic properties and one hotel were measured based on an income approach with the significant unobservable inputs used in evaluating the estimated fair value of the properties, with discount rates between 9.50 % to 12.00 % and terminal cap rates between 8.00 % to 10.00 %. Three strategic opportunistic properties were measured based on quoted prices and one strategic opportunistic property was based on a sales comparison approach. Additionally, projected cash flows also includes assumptions such as the intended hold period, market rental rates and leasing assumptions and actual results could be significantly different from the estimates. The carrying value for the real estate asset may have subsequently increased or decreased from the fair value reflected due to activity that has occurred since the measurement date.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2025

(unaudited)

As of December 31, 2024, the Company measured the following assets at fair value (in thousands):


			Fair Value Measurements Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring Basis:
Real estate equity securities	$	13,154	$	13,154	$	—	$	—
Nonrecurring Basis:
Impaired real estate (1)	$	338,286	$	—	$	126,000	$	212,286

_____________________

(1) Amount represents the fair value for a real estate asset impacted by impairment charges during the year ended December 31, 2024, as of the date that the fair value measurement was made. During the year ended December 31, 2024, five of the Company’s strategic opportunistic properties and one hotel were impaired and written down to their estimated fair values due to declines in market conditions and projected cash flows. Three of the Company’s strategic opportunistic properties and one hotel were measured based on an income approach with the significant unobservable inputs used in evaluating the estimated fair value of the properties, with discount rates between 8.25 % to 9.50 % and terminal cap rates between 7.25 % to 8.00 %. One strategic opportunistic property was measured based on a quoted price and another based on a sales comparison approach. The carrying value for the real estate asset may have subsequently increased or decreased from the fair value reflected due to activity that has occurred since the measurement date.

6. RELATED PARTY TRANSACTIONS

The Company has entered into agreements with Pacific Oak Capital Advisors, LLC (“Pacific Oak Capital Advisors”), the Company’s advisor. Pursuant to the terms of these agreements, summarized below are the related-party costs incurred by the Company for the three and nine months ended September 30, 2025 and 2024, respectively, and any related amounts due to affiliate as of September 30, 2025 and December 31, 2024 (in thousands):



	Incurred during the three months ended September 30,				Incurred during the nine months ended September 30,				Payable as of
	2025		2024		2025		2024		September 30, 2025		December 31, 2024
Asset management fees	$	2,298	$	3,901	$	7,694	$	11,875	$	13,917	$	12,006
Related party loan and related interest (1)	253		—		581		—		10,581		—
Disposition fees	391		418		391		454		—		—
Reimbursable offering costs	—		—		—		—		609		654
Property management fees	—		699		—		2,023		—		—
	$	2,942	$	5,018	$	8,666	$	14,352	$	25,107	$	12,660

_____________________

(1) During the nine months ended September 30, 2025, the Company entered into loan agreements with Pacific Oak Capital Advisors. As of September 30, 2025, the outstanding loan balance was $ 10.0 million, carried an annual interest rate of 10 %, and matures to the earlier of June 30, 2028 or a triggering event, such as the sale of any or the closing date of any sale of any or all of the common shares of Pacific Oak Residential Trust, Inc. (“PORT”), the Company’s subsidiary, not meeting financial covenants, or an event of a default. The loan interest is recorded as interest expense, net in the accompanying consolidated statements of operations. Additionally, the loan is secured by equity of PORT.

During the nine months ended September 30, 2025, the Company provided $ 2.4 million of funding to the 110 William Joint Venture and a result, the Company recognized a due from affiliate of $ 2.4 million as of September 30, 2025. There were no distributions during the nine months ended September 30, 2024.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2025

(unaudited)

7. INVESTMENTS IN UNCONSOLIDATED ENTITIES

As of September 30, 2025 and December 31, 2024, the Company’s investments in unconsolidated entities were composed of the following (in thousands):


	Number of Properties as of			Investment Balance as of
Joint Venture		Location	Ownership %	September 30, 2025			December 31, 2024
110 William Joint Venture	1	New York, New York	(1)	$	46,336	(1)	$	68,467
Pacific Oak Opportunity Zone Fund I	4	Various	47.0 %	17,830		(2)	19,620
				$	64,166		$	88,087

_____________________

(1) As of September 30, 2025, the Company owned 77.5 % of preferred interest and 100 % of common interest in the 110 William Joint Venture.

(2) The maximum exposure to loss as a result of the Company’s investment in the Pacific Oak Opportunity Zone Fund I is limited to the carrying amount of the investment.

Summarized financial information for investments in unconsolidated entities are as follows (in thousands):


	September 30, 2025		December 31, 2024
Assets:
Real estate, net	$	431,213	$	486,177
Total assets	488,031		558,371
Liabilities:
Notes payable, net	379,669		446,843
Total liabilities	426,365		484,040
Total equity	$	61,666	$	74,331


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024
Total revenues	$	5,677	$	8,869	$	22,054	$	27,314
Operating loss	( 10,230 )		( 13,607 )		( 34,332 )		( 35,852 )
Net loss	$	( 10,701 )	$	( 13,598 )	$	( 11,708 )	$	( 35,825 )

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2025

(unaudited)

8. REPORTING SEGMENTS

The Company recognizes three reporting segments for the three and nine months ended September 30, 2025 and 2024 and consists of strategic opportunistic properties and real estate-related investments (“strategic opportunistic properties”), residential homes, and hotel. The Company's Chief Executive Officer and President, who are also the chief operating decision makers (the “CODM”), measure the property-level operating performance on an unlevered basis, using net operating income, to make decisions about resource allocations. The following tables summarize information for the reporting segments (in thousands):



	Three Months Ended September 30, 2025
	Strategic Opportunistic Properties		Residential Homes		Hotel		Total
Total revenues	$	17,839	$	9,655	$	1,000	$	28,494
Less (1) :
Operating, maintenance and management	( 8,438 )		( 2,839 )		—		( 11,277 )
Hotel expenses	—		—		( 1,245 )		( 1,245 )
Real estate taxes and insurance	( 3,327 )		( 1,237 )		—		( 4,564 )
Reportable segment total rental operating expenses	( 11,765 )		( 4,076 )		( 1,245 )		( 17,086 )
Reportable segment net operating income (loss)	6,074		5,579		( 245 )		11,408
Interest expense, net	( 17,024 )		( 2,106 )		( 685 )		( 19,815 )
Impairment charges on real estate and related intangibles	( 70,538 )		—		( 6,259 )		( 76,797 )
Impairment charges on goodwill	( 949 )		—		—		( 949 )
Other segment items (2)	( 15,408 )		( 2,503 )		( 302 )		( 18,213 )
Total expenses	( 115,684 )		( 8,685 )		( 8,491 )		( 132,860 )
Loss from unconsolidated entities							( 8,558 )
Other income							252
Gain on real estate equity securities							642
Loss on sale of real estate							( 7,636 )
Loss on extinguishment of debt, net							( 1,045 )
Net loss before income taxes							( 120,711 )
Income tax benefit							830
Net loss							$	( 119,881 )

	Nine Months Ended September 30, 2025
	Strategic Opportunistic Properties		Residential Homes		Hotel		Total
Total revenues	$	58,930	$	27,516	$	5,622	$	92,068
Less (1) :
Operating, maintenance and management	( 25,493 )		( 9,395 )		—		( 34,888 )
Hotel expenses	—		—		( 4,619 )		( 4,619 )
Real estate taxes and insurance	( 9,834 )		( 5,632 )		—		( 15,466 )

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2025

(unaudited)


Reportable segment total rental operating expenses	( 35,327 )	( 15,027 )	( 4,619 )	( 54,973 )
Reportable segment net operating income	23,603	12,489	1,003	37,095
Interest expense, net	( 44,525 )	( 6,834 )	( 1,750 )	( 53,109 )
Impairment charges on real estate and related intangibles	( 119,415 )	—	( 9,361 )	( 128,776 )
Impairment charges on goodwill	( 949 )	—	—	( 949 )
Other segment items (2)	( 65,738 )	( 7,237 )	( 1,049 )	( 74,024 )
Total expenses	( 265,954 )	( 29,098 )	( 16,779 )	( 311,831 )
Loss from unconsolidated entities				( 22,824 )
Other income				1,268
Gain on real estate equity securities				1,604
Loss on sale of real estate, net				( 6,392 )
Loss on extinguishment of debt, net				( 1,045 )


Net loss				$	( 247,152 )


	Three Months Ended September 30, 2024
	Strategic Opportunistic Properties		Residential Homes		Hotel		Total
Total revenues	$	22,306	$	8,945	$	1,186	$	32,437
Less (1) :
Operating, maintenance and management	( 9,362 )		( 2,429 )		—		( 11,791 )
Hotel expenses	—		—		( 1,363 )		( 1,363 )
Real estate taxes and insurance	( 3,564 )		( 2,054 )		—		( 5,618 )
Reportable segment total rental operating expenses	$	( 12,926 )	$	( 4,483 )	$	( 1,363 )	( 18,772 )
Reportable segment net operating income	9,380		4,462		( 177 )		13,665
Interest expense, net	( 17,629 )		( 2,344 )		( 612 )		( 20,585 )
Impairment charges on real estate and related intangibles	( 12,854 )		—		( 2,946 )		( 15,800 )
Other segment items (2)	( 17,749 )		( 3,690 )		392		( 21,047 )
Total expenses	( 61,158 )		( 10,517 )		( 4,529 )		( 76,204 )
Loss from unconsolidated entities							( 9,801 )
Other income							379
Gain on real estate equity securities							8,726
Loss on sale of real estate							( 1,243 )



Net loss							$	( 45,706 )

	Nine Months Ended September 30, 2024
	Strategic Opportunistic Properties		Residential Homes		Hotel		Total
Total revenues	$	68,359	$	26,663	$	6,225	$	101,247

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2025

(unaudited)


Less (1) :
Operating, maintenance and management	( 26,867 )		( 7,010 )		—		( 33,877 )
Hotel expenses	—		—		( 5,016 )		( 5,016 )
Real estate taxes and insurance	( 11,441 )		( 7,208 )		—		( 18,649 )
Reportable segment total rental operating expenses	$	( 38,308 )	$	( 14,218 )	$	( 5,016 )	( 57,542 )
Reportable segment net operating income	30,051		12,445		1,209		43,705
Interest expense, net	( 46,529 )		( 7,052 )		( 1,785 )		( 55,366 )
Impairment charges on real estate and related intangibles	( 69,690 )		—		( 6,400 )		( 76,090 )
Other segment items (2)	( 34,122 )		( 11,283 )		( 1,259 )		( 46,664 )
Total expenses	( 188,649 )		( 32,553 )		( 14,460 )		( 235,662 )
Loss from unconsolidated entities							( 26,531 )
Other income							1,117
Loss on real estate equity securities							( 7,905 )
Gain on sale of real estate							( 624 )



Net loss							$	( 168,358 )

_____________________

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. All corporate related costs are included in the strategic opportunistic properties segment to align with how financial information is presented.

(2) Other segment items for each reportable segment include: asset management fees to affiliate, general and administrative expenses, foreign currency transaction loss or gain, net, and depreciation and amortization. Corporate overhead is not allocated between segments; all corporate overhead is included in the strategic opportunistic properties segment.

Total assets related to the reporting segments as of September 30, 2025 and December 31, 2024 are as follows (in thousands):


	Strategic Opportunistic Properties		Residential Homes		Hotel		Total
Total assets as of September 30, 2025	$	574,895	$	284,505	$	25,399	$	884,799
Total assets as of December 31, 2024	$	800,597	$	288,908	$	35,451	$	1,124,956

9. COMMITMENTS, CONTINGENCIES AND GUARANTEES

Lease Obligations

As of September 30, 2025 and December 31, 2024, the Company’s lease and rights to a leasehold interest with respect to 210 West 31st, which was accounted as a finance lease, are included in the consolidated balance sheet as follows:


	September 30, 2025			December 31, 2024
Right-of-use asset (included in real estate held for investment, net, in thousands)	$	4,955		$	6,014
Lease obligation (included in other liabilities, in thousands)	9,682			9,632

Remaining lease term	88.3 years			89 years
Discount rate	4.8		%	4.8		%

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2025

(unaudited)

As of September 30, 2025, the Company had a leasehold interest expiring in 2114. Future minimum lease payments under the Company’s finance lease as of September 30, 2025 are as follows (in thousands):



October 1, 2025 through December 31, 2025	$	99
2026	396
2027	396
2028	396
2029	396
Thereafter	50,979
Total expected minimum lease obligations	52,662
Less: Amount representing interest (1)	( 42,980 )
Present value of net minimum lease payments (2)	$	9,682

_____________________

(1) Interest includes the amount necessary to reduce the total expected minimum lease obligations to present value calculated at the Company’s incremental borrowing rate at acquisition.

(2) The present value of net minimum lease payments is included in other liabilities in the accompanying consolidated balance sheets.

Guarantee Agreements

As of September 30, 2025, and as part of the previous 110 William Joint Venture debt and restructuring agreements, the Company guaranteed the completion of the construction and the development of the building expenditures and tenant improvements. The Company also guaranteed all debt servicing costs and timely debt payments by the 110 William Joint Venture. The guaranteed amounts are due upon occurrence of a triggering event, such as default for nonpayment or failure to perform based on the conditions defined in the agreement. As of September 30, 2025, the maximum potential amount of future payments under the Company’s guarantees is not estimable as it is dependent on various factors including the 110 William Joint Venture’s future operating performance level, potential completion cost overages, future levels of variable-rate debt and related interest, and the amount of future contributions by the Company. Due to uncertainties surrounding these factors, the Company was unable to estimate the maximum amounts payable under the guarantees. As of September 30, 2025, no triggering events had occurred, the likelihood of loss was determined to be remote, and no liability related to the guarantees was recognized.

As of September 30, 2025, and as part of the Madison Square, Lincoln Court, and WhiteHawk loans, the Company guaranteed the paymen t of $ 131.4 million, wh ereby the Company would be required to make payments in the event that the Company turned the collateralized properties over to the lenders.

Economic Dependency

The Company is dependent on Pacific Oak Capital Advisors and a subsidiary of Second Avenue Group, LLC, which is the advisor for the Company’s residential homes portfolio, for certain services that are essential to the Company, including the identification, evaluation, negotiation, origination, acquisition and disposition of investments; management of the daily operations of the Company’s investment portfolio; and other general and administrative responsibilities. In the event that the advisors are unable to provide these services, the Company will be required to obtain such services from other sources.

Additionally, under the Standstill, as defined in Note 2, the Pacific Oak SOR BVI agreed to maintain working capital and operational guidelines as outlined in the Standstill and any operations outside of these guidelines must be approved by the bondholder’s trustee. Accordingly, certain operating decisions of the Pacific Oak SOR BVI are subject to the terms of the Standstill, such as disbursements and asset transactions and would require approval from the bondholders’ trustee, which may limit the Pacific Oak SOR BVI’s flexibility to execute initiatives outside of the agreed operating and working capital guidelines.

Environmental

As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. Although there can be no assurance, the Company is not aware of any environmental liability that could have a material adverse effect on its financial condition or results of operations as of September 30, 2025.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

September 30, 2025

(unaudited)

Legal Matters

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. As of September 30, 2025, there are no material legal or regulatory proceedings pending or known to be contemplated against the Company or its properties, except as noted below.

On September 10, 2025, an Israeli investor filed a petition for certification of a class action in the Tel Aviv District Court, Israel against Pacific Oak SOR BVI and certain members of its board of directors, alleging that disclosures relating to Pacific Oak SOR BVI were misleading and caused investor harm. The petition states an individual claim amount in excess of 2.5 million Israeli new shekels ($ 0.8 million as of September 30, 2025) and cites the petitioner’s expert model estimating potential class-wide damages of approximately 124.6 – 145.2 million Israeli new shekels ($ 37.6 - 43.9 million as of September 30, 2025). The matter is at a preliminary stage; the court has not ruled on class certification or on the merits.

The Company intends to dispute the allegations and to defend the matter vigorously. In accordance with ASC 450-20, based on information currently available, the Company did not recorded an accrual as of September 30, 2025 because a loss is not probable and reasonably estimable. While a loss is reasonably possible, the Company cannot reasonably estimate a possible loss or range of loss at this time. An adverse outcome could be material to our results of operations, financial position, or liquidity in one or more periods. The Company will continue to monitor developments and update disclosures and recognition, if and when estimation becomes possible. Any potential insurance recoveries will be recognized when realization is probable.

10. SUBSEQUENT EVENTS

The Company evaluates subsequent events up until the date the consolidated financial statements are issued.

Subsequent to September 30, 2025, the Company renewed the advisory agreement with Pacific Oak Capital Advisors. The agreement was effective November 1, 2025 and will automatically renew on a month-to-month basis until November 1, 2026 or upon termination of the Standstill agreement.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the accompanying financial statements of Pacific Oak Strategic Opportunity REIT, Inc. and the notes thereto. As used herein, the terms “we,” “our” and “us” refer to Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation, and, as required by context, Pacific Oak Strategic Opportunity Limited Partnership, a Delaware limited partnership, which we refer to as the “Operating Partnership,” and to their subsidiaries.

Forward-Looking Statements

Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of Pacific Oak Strategic Opportunity REIT, Inc. and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

The following are some of the risks and uncertainties, although not all of the risks and uncertainties, which could cause our actual results to differ materially from those presented in our forward-looking statements:

• We have substantial indebtedness maturing over the 12-month period ending Sep tember 30, 2026. Conside ring the current real estate lending environment, this raises substantial doubt as to our ability to continue as a going concern for at least one year from the date the financial statements are issued. If we are unable to repay, refinance or extend maturing debt, the lenders or bondholders may declare events of default and seek to foreclose on the underlying collateral. There is no assurance that we will be able to satisfy, refinance or extend the maturing debt, and even if we do, we may still be adversely affected if substantial principal paydowns are required.

• Because no public trading market for our shares currently exists, and we have indefinitely suspended our share redemption program, it will be difficult for our stockholders to sell their shares.

• We have limited liquidity relative to our current and anticipated needs, which may limit our ability to retain certain investments and to make new investments.

• Our opportunistic investment strategy involves a higher risk of loss than would a strategy of investing in some other types of real estate and real estate-related investments.

• We depend on our advisor, Pacific Oak Capital Advisors, LLC, and a subsidiary of Second Avenue Group, LLC which is the advisor for our residential homes portfolio (“PORT Advisor”), to conduct our operations and eventually dispose of our investments.

• A concentration of our real estate investments in any one property class may leave our profitability vulnerable to a downturn in such sector.

• Because of the concentration of a significant portion of our assets in two geographic areas, any adverse economic, real estate or business conditions in these areas could affect our operating results and our ability to make distributions to our stockholders.

• Disruptions in the financial markets and uncertain economic conditions could adversely affect our ability to implement our business strategy, including market rental rates, commercial real estate values, and our ability to secure debt financing and service debt obligations, and generate returns to stockholders. In addition, our real estate investments may be affected by unfavorable real estate market and general economic conditions, which could decrease the value of those assets and reduce the investment return to our stockholders.

• Elevated market and economic volatility due to adverse economic and geopolitical conditions, health crises or dislocations in the credit markets, could have a material adverse effect on our results of operations, financial condition and ability to borrow on terms and conditions that we find acceptable.

• Inflation and increased interest rates may adversely affect our financial condition and results of operations, including with respect to our ability to refinance maturing debt.

• We cannot guarantee that we will make distributions. Our distribution policy is not to use the proceeds of our offerings to make distributions. However, our charter permits us to pay distributions from any source, including offering proceeds or borrowings (which may constitute a return of capital), and our charter does not limit the amount of funds we may use from any source to pay such distributions. From time to time, we may use proceeds from third party financings to fund at least a portion of distributions in anticipation of cash flow to be received in later periods. We may

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

also fund such distributions from the sale of assets. If we pay distributions from sources other than our cash flow from operations, the overall return to our stockholders may be reduced.

• All of our executive officers, our affiliated directors and other key real estate and debt finance professionals of our advisor are also officers, affiliated directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor, our dealer manager and/or other Pacific Oak-affiliated entities. As a result, they face conflicts of interest, including but not limited to, conflicts arising from time constraints and allocation of investment opportunities.

• We have no employees and are dependent on our advisor to conduct our operations, to identify investments, to manage our investments and for the disposition of our properties. If our advisor faces challenges in performing its obligations to us, it could negatively impact our ability to achieve our investment objectives.

• Because investment opportunities that are suitable for us may also be suitable for other Pacific Oak-sponsored programs or Pacific Oak-advised investors, our advisor faces conflicts of interest relating to the purchase of properties and other investments and such conflicts may not be resolved in our favor, meaning that we could invest in less attractive assets, which could reduce the investment return to our stockholders.

• There are limits on the ownership and transferability of our shares.

• We depend on tenants for the revenue generated by our real estate investments and, accordingly, the revenue generated by our real estate investments is dependent upon the success and economic viability of our tenants. Revenues from our properties could decrease due to a reduction in occupancy (caused by factors including, but not limited to, tenant defaults, tenant insolvency, early termination of tenant leases and non-renewal of existing tenant leases) and/or lower rental rates, making it more difficult for us to meet our debt service obligations and limiting our ability to pay distributions to our stockholders.

• Our policies do not limit us from incurring debt until our aggregate borrowings would exceed 300% of our net assets, which approximates aggregate liabilities of 75% of the cost of our tangible assets (before deducting depreciation or other non-cash reserves), and we may exceed this limit with the approval of the conflicts committee of our board of directors. To the extent financing in excess of this limit is available on attractive terms, our conflicts committee may approve debt such that our total liabilities would exceed this limit. High debt levels could limit the amount of cash we have available to distribute and could result in a decline in the value of an investment in us.

• If we fail to qualify as a REIT and no relief provisions apply, our cash available for distribution to our stockholders could materially decrease.

All forward-looking statements should be read in light of the risks identified in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and Part II, Item 1A of our Quarterly Report on Form 10-Q for the periods ended March 31, 2025 and June 30, 2025, each as filed with the Securities and Exchange Commission (the “SEC”), and the risks identified in Part II, Item 1A herein.

Overview

Pacific Oak Strategic Opportunity REIT, Inc. was formed on October 8, 2008 as a Maryland corporation, elected to be taxed as a real estate investment trust (“REIT”) beginning with the taxable year ended December 31, 2010 and intends to operate in such manner. As used herein, the terms “we,” “our” and “us” refer to Pacific Oak Strategic Opportunity REIT, Inc. and as required by context, Pacific Oak Strategic Opportunity Limited Partnership, a Delaware limited partnership formed on December 10, 2008 (the “Operating Partnership”), and its subsidiaries. Our advisor manages our day-to-day operations and our portfolio of investments and has the authority to make all of the decisions regarding our investments, except for our residential home portfolio. Our residential home portfolio, held through our subsidiary Pacific Oak Residential Trust, Inc. (“PORT”), is managed by the PORT Advisor. The advisory duties are subject to the limitations in our charter and the direction and oversight of our board of directors. Our advisor also provides asset-management, marketing, investor-relations, and other administrative services on our behalf. We have sought to invest in and manage a diverse portfolio of opportunistic real estate, real estate equity securities and other real estate-related investments.

As of September 30, 2025, we had bonds outstanding of 975.3 million Israeli new shekels ($295.0 million as of September 30, 2025) (“Series Bonds”). The Series Bonds have annual interest rates of 5.18% to 11.00%. The deeds of trust that govern the terms of the Series Bonds contain various financial and nonfinancial covenants. The Company was out of compliance for the following covenants for the Series Bonds: the consolidated equity capital covenant, the net adjusted financial debt ratio to the net CAP, and the bond rating covenant, all as defined under the deed of trusts. The noncompliance of these covenants constitutes an event of default.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

As of September 30, 2025, we consolidated six office complexes, encompassing, in the aggregate, approximately 1.8 million rentable square feet, one residential home portfolio consisting of 2,078 residential homes, one apartment property containing 317 units, one hotel property with 196 rooms, three investments in undeveloped land with approximately 247 developable acres, one office/retail development property, and held an interest in two investments in unconsolidated entities, one investment in real estate equity securities and t wo office complexes were classified as held for sale.

Market Outlook – Real Estate and Real Estate Finance Markets

Volatility in global financial markets and changing political environments can cause fluctuations in the performance of the U.S. commercial real estate markets. Possible future declines in rental rates, slower or potentially negative net absorption of leased space and expectations of future rental concessions, including free rent to renew tenants early, to retain tenants who are up for renewal or to attract new tenants, may result in decreases in cash flows from investment properties. Interests rates have remained elevated for quite some time, increasing our costs of financing and causing difficulty in refinancing debt obligations at terms as favorable as the terms of existing indebtedness. Higher interest rates have also increased the amount of our debt payments on our variable rate debt to the extent the interest rates on such debt are not limited by interest rate caps. Recently, interest rates have begun to decrease; if this trend continues, lower interest rates would make it easier for us to meet our debt obligations and refinance our debt. Market conditions can change quickly, potentially negatively impacting the value of real estate investments. Management continuously reviews our investment and debt financing strategies to optimize our portfolio and the cost of our debt exposure.

Liquidity and Capital Resources

Our principal demand for funds during the short and long-term is and will be for payments under debt and funding obligations, including interest and principal repayments, the acquisition of real estate and real estate-related investments, payment of operating expenses, capital expenditures and general and administrative expenses. To date, we have had five primary sources of capital for meeting our cash requirements:

• Proceeds from the primary portion of our initial public offering;

• Proceeds from our dividend reinvestment plan;

• Debt financing, including bond offerings in Israel;

• Proceeds from the sale of real estate and real estate-related investments; and

• Cash flow generated by our real estate and real estate-related investments.

Our investments in real estate generate cash flow in the form of rental revenues and tenant reimbursements, which are reduced by operating expenditures and corporate general and administrative expenses. Cash flow from operations from our real estate investments is primarily dependent upon the occupancy levels of our properties, the net effective rental rates on our leases, the collectability of rent and operating recoveries from our tenants and how well we manage our expenditures. As of September 30, 2025, our office complexes were collectively 66% occupied, our residential home portfolio was 92% occupied and our apartment property was 86% occupied.

Under our charter, we are required to limit our total operating expenses to the greater of 2% of our average invested assets or 25% of our net income for the four most recently completed fiscal quarters, as these terms are defined in our charter, unless the conflicts committee has determined that such excess expenses were justified based on unusual and non-recurring factors. Operating expenses for the four fiscal quarters ended September 30, 2025 did not exceed the charter-imposed limitation.

For the nine months ended September 30, 2025, our cash needs for capital expenditures and debt requirements were met with proceeds from dispositions of real estate, proceeds from debt financing and cash on hand, except where otherwise noted. Operating cash needs during the same period were met through cash flow generated by our real estate and real estate-related investments and cash on hand. As of September 30, 2025, we had $877.0 million of debt obligations scheduled to mature over the period from October 1, 2025 through September 30, 2026.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Additionally, on September 30, 2025, the Series Bonds were downgraded from ilBBB to ilB by S&P Global Ratings Maalot Ltd. and this constitutes an event of default and as a result, the bondholders have the right to declare the Series Bonds of 975.3 million Israeli new shekels ($295.0 million as of September 30, 2025) immediately due and payable. In anticipation of an event of default related to the Series Bonds, on August 26, 2025, we, our advisor, our wholly owned subsidiary, Pacific Oak SOR (BVI) Holdings, Ltd. (“Pacific Oak SOR BVI”), and the bondholders’ trustee entered into a negotiation agreement (the “Standstill”). The Standstill is in effect until the earlier of 20 days following Pacific Oak SOR BVI’s election to terminate the Standstilll or the date on which the bondholders resolves to accelerate any Series Bonds for immediate repayment. Additionally, the Standstill contains several operating guidelines, which includes requiring Pacific Oak SOR BVI to provide the bondholders’ trustee with any material developments and requiring bondholder approval prior to taking certain actions, among other restrictions. As a result of the downgrade on the Series Bonds, we also triggered an event of default with the WhiteHawk Capital Partners LP (“WhiteHawk) loan of $80.0 million. As of the date of filing, the Company is still in negotiations with the bondholders.

These circumstances raise substantial doubt as to our ability to continue as a going concern for at least one year from the date the financial statements are issued. In order to satisfy obligations as they mature, we plan to utilize extension options available in the respective loan agreements, may seek to refinance certain debt instruments, may market one or more properties for sale or may negotiate a turnover of one or more secured properties back to the related mortgage lender. Timing mismatches between cash inflows from asset sales and financings and outflows due to capital expenditures, interest payments and debt maturities are creating a challenge from a liquidity perspective. Our mortgage loans are primarily non-recourse to us, meaning the lender’s recourse is to take possession of the underlying property. It is possible we may choose not to repay or refinance some of the maturing loans, which would ultimately result in losing possession of the underlying property.

Our liquidity outlook is subject to factors outside our control, including buyer financing conditions, lender actions, and third-party and regulatory approvals. Based on information currently available, we believe identified sources of cash may be sufficient to meet expected requirements; however, this view assumes timely execution of planned asset sales, effective management of upcoming maturities, realization of acceptable pricing, and continued access to cash subject to restrictions. If we are unable to obtain required waivers or extensions, or to consummate asset sales on acceptable terms and timelines, we could breach covenants, face accelerated obligations, require additional capital or incremental asset sales, or be involuntarily forced to liquidate, each of which would adversely affect liquidity. There can be no assurance as to the certainty or timing of any of our plans. As a result of our upcoming loan maturities and required principal paydowns, the challenging commercial real estate markets as well as general market instability, management’s plans may not be considered probable and thus do not alleviate substantial doubt about our ability to continue as a going concern for at least one year from the date the financial statements are issued.

On October 14, 2025, in light of our difficult financial situation, including the Standstill and the ongoing negotiations with the Pacific Oak SOR BVI bondholders, our board of directors formed a special committee (the “Special Committee”) composed of all of our independent directors to explore the availability of strategic alternatives. As part of that process, on November 3, 2025, the Special Committee engaged Robert A. Stanger & Co., Inc. (“Stanger”) to act as financial advisor to the Special Committee. Under the terms of the engagement, Stanger will provide the Special Committee various financial advisory services, as requested and as is customary for an engagement, in connection with exploring strategic alternatives.

As of September 30, 2025, we have deferred the payment of $13.9 million of asset management fees to our advisor to provide us with an additional source of short-term liquidity. During the nine months ended September 30, 2025, we entered into loan agreements with our advisor and as of September 30, 2025, the outstanding loan balance was $10.0 million, carried an annual interest rate of 10%, and matures to the earlier of June 30, 2028 or a triggering event. Additionally, the loan is secured by equity of PORT.

Guarantee Agreements

As of September 30, 2025, and as part of the previous 110 William Joint Venture debt and equity restructuring, we guaranteed: all debt servicing costs and timely debt payments, completion for the construction and development of tenant improvement work, and recourse obligations. The related debt has an initial maturity of July 5, 2026, and guarantee amounts are due upon occurrence of any one triggering event. As of September 30, 2025, the 110 William Joint Venture had $324.4 million of variable-rate debt outstanding that was subject to our guarantee. The debt was collateralized by the underlying real estate and the initial maturity date of July 5, 2026 may be extended under certain circumstances.

As of September 30, 2025, and as part of the Madison Square, Lincoln Court, and WhiteHawk loans, we guaranteed the payment of $131.4 million, whereby we would be required to make payments in the event that we turned the collateralized properties over to the lenders.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Cash Flows from Operating Activities

As of September 30, 2025, we consolidated six office complexes, encompassing, in the aggregate, approximately 1.8 million rentable square feet and were 66% occupied, one residential home portfolio consisting of 2,078 residential homes and were 92% occupied, and one apartment property containing 317 units and was 86% occupied. We also owned one hotel property with 196 rooms, three investments in undeveloped land with approximately 247 developable acres, and one office/retail development property, and held an interest in two investments in unconsolidated entities and one investment in real estate equity securities. Additionally, we had two office complexes classified as held for sale. During the nine months ended September 30, 2025, net cash used in operating activities was $23.3 million. We expect that our cash flows from operating activities will increase in future periods as a result of leasing additional space that is currently unoccupied and anticipated future acquisitions of real estate and real estate-related investments. However, our cash flows from operating activities may decrease to the extent that we dispose of additional assets.

In addition to making investments in accordance with our investment objectives, we use or have used our capital resources to make certain payments to our advisor and our dealer manager. During our offering stage, these payments included payments to our dealer manager for selling commissions and dealer manager fees related to sales in our primary offering and payments to our dealer manager and our advisor for reimbursement of certain organization and other offering expenses related both to the primary offering and the dividend reinvestment plan. During our acquisition and development stage, we have continued to make payments to our advisor in connection with the selection and origination or purchase of investments, the management of our assets and costs incurred by our advisor in providing services to us as well as for any dispositions of assets (including the discounted payoff of non-performing loans). The advisory agreement with our advisor has a one-year term but may be renewed for an unlimited number of successive one-year periods upon the mutual consent of our advisor and our conflicts committee.

Among the fees payable to our advisor is an asset management fee. With respect to investments other than real property, the asset management fee is a monthly fee calculated, each month, as one-twelfth of 1.0%, of the lesser of (i) the amount actually paid or allocated to acquire or fund the loan or other investment, inclusive of fees and expenses related thereto and the amount of any debt associated with or used to acquire or fund such investment and (ii) the outstanding principal amount of such loan or other investment, plus the fees and expenses related to the acquisition or funding of such investment, as of the time of calculation. With respect to investments in real property, the asset management fee is a monthly fee equal to one-twelfth of 1.0%, of the sum of the amount paid or allocated to acquire the investment, plus the cost of any subsequent development, construction or improvements to the property, and inclusive of fees and expenses related thereto and the amount of any debt associated with or used to acquire such investment. In the case of investments made through joint ventures, the asset management fee will be determined based on our proportionate share of the underlying investment, inclusive of our proportionate share of any fees and expenses related thereto.

Investments made in or through PORT are excluded from the calculation of the asset management fee we pay to our advisor. In addition to other fees described in the advisory agreement between PORT and the PORT Advisor, PORT pays PORT Advisor a quarterly asset management fee equal to 0.25% (1.0% annually) on the aggregate value of PORT’s assets, as determined in accordance with our valuation guidelines, as of the end of each quarter.

Cash Flows from Investing Activities

Net cash provided by investing activities was $20.3 million for the nine months ended September 30, 2025 and consisted primarily of proceeds from sale of real estate of $34.0 million and partially offset by improvements to real estate of $9.2 million, payments on development obligations of $3.0 million, and advances to affiliate of $2.3 million.

Cash Flows from Financing Activities

Net cash used in financing activities was $24.6 million for the nine months ended September 30, 2025 and consisted primarily of principal payments on notes and bonds payable of $109.3 million, payments for deferred financing fees of $3.7 million, and partially offset by proceeds from the WhiteHawk loan of $80.0 million, and loans from our advisor of $10.0 million.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

In order to execute our investment strategy, we utilize secured debt, and we may, to the extent available, utilize unsecured debt, to finance a portion of our investment portfolio. Management remains vigilant in monitoring the risks inherent with the use of debt in our portfolio and is taking actions to ensure that these risks, including refinancing and interest risks, are properly balanced with the benefit of using leverage. There is no limitation on the amount we may borrow for any single investment. Our charter does not limit us from incurring debt until our aggregate borrowings would exceed 300% of our net assets, which approximates aggregate liabilities of 75% of the cost of our tangible assets (before deducting depreciation or other non-cash reserves); however, we may exceed that limit if a majority of the conflicts committee approves each borrowing in excess of our charter limitation and we disclose such borrowing to our common stockholders in our next quarterly report with an explanation from the conflicts committee of the justification for the excess borrowing. As of September 30, 2025, liabilities were within the limits stated in our charter.

Contractual Commitments and Contingencies

The following is a summary of our contractual obligations as of September 30, 2025 (in thousands):


			Payments Due During the Years Ending December 31,
Contractual Obligations	Total		Remainder of 2025		2026-2027		2028-2029		Thereafter
Outstanding debt obligations (1)	$	877,037	$	568,139	$	308,898	$	—	$	—
Interest payments on outstanding debt obligations (2)	18,008		8,968		9,040		—		—
Finance lease obligation (3)	52,662		99		792		792		50,979
Development obligations (4)	8,487		7,719		768		—		—
Related party loan and interest (2)(5)	13,329		829		2,000		10,500		—

_____________________

(1) Amounts include principal payments based on the outstanding principal amounts, maturity dates and foreign currency rates in effect as of September 30, 2025.

(2) Projected interest payments are based on the outstanding principal amounts, maturity dates, foreign currency rates and interest rates in effect as of September 30, 2025.

(3) Amounts are related to a leasehold interest expiring on 2114.

(4) Amounts are development obligations related to previous sales of Park Highlands land.

(5) Amounts are related to loans and related accrued interest due to our advisor.

Results of Operations

Overview

As of September 30, 2025, we consolidated six office complexes, encompassing, in the aggregate, approximately 1.8 million rentable square feet, one residential home portfolio consisting of 2,078 residential homes, one apartment property containing 317 units, one hotel property with 196 rooms, three investments in undeveloped land with approximately 247 developable acres, one office/retail development property, held an interest in two investments in unconsolidated entities, one investment in real estate equity securities and had two office complexes classified as held for sale.

Our results of operations for the three and nine months ended September 30, 2025, may not be indicative of those in future periods due to acquisition and disposition activities. Additionally, the occupancy in our office complexes has not been stabilized. As of September 30, 2025, our office complexes were collectively 66% occupied, our residential home portfolio was 92% occupied and our apartment property was 86% occupied. However, due to the amount of near-term lease expirations, we do not put significant emphasis on quarterly changes in occupancy (positive or negative) in the short run. There are no guarantees that the occupancy of our assets will increase, or that we will recognize a gain on the sale of our assets. In general, we expect that our income and expenses related to our portfolio will increase in future periods as a result of leasing additional space and acquiring additional assets but decrease due to disposition activity.

Comparison of the three months ended September 30, 2025 versus the three months ended September 30, 2024

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

The following table provides summary information about our results of operations for the three months ended September 30, 2025 and 2024 (dollar amounts in thousands):


	Three Months Ended September 30,				Increase (Decrease)		Percentage Change		$ Change Due to Acquisitions/Dispositions (1)		$ Change Due to Investments Held Throughout Both Periods (2)
	2025		2024
Rental income	$	26,556	$	30,223	$	(3,667)	(12)	%	$	(3,758)	$	91
Hotel revenues	1,000		1,186		(186)		(16)	%	—		(186)
Other operating income	938		1,028		(90)		(9)	%	—		(90)
Operating, maintenance, and management	11,277		11,791		(514)		(4)	%	(1,696)		1,182
Real estate taxes and insurance	4,564		5,618		(1,054)		(19)	%	(609)		(445)
Hotel expenses	1,245		1,363		(118)		(9)	%	—		(118)
Asset management fees to affiliate	2,298		3,901		(1,603)		(41)	%	(237)		(1,366)
General and administrative expenses	2,315		2,314		1		—	%	—		1
Foreign currency transaction loss, net	5,906		4,556		1,350		30	%	n/a		n/a
Depreciation and amortization	7,694		10,276		(2,582)		(25)	%	(1,320)		(1,262)
Interest expense, net	19,815		20,585		(770)		(4)	%	(1,995)		1,225
Impairment charges on real estate and related intangibles	76,797		15,800		60,997		386	%	n/a		n/a
Impairment charges on goodwill	949		—		949		100	%	n/a		n/a
Loss from unconsolidated entities, net	(8,558)		(9,801)		1,243		(13)	%	—		1,243
Other income	252		379		(127)		(34)	%	n/a		n/a
Gain on real estate equity securities	642		8,726		(8,084)		(93)	%	—		(8,084)
Loss on sale of real estate, net	(7,636)		(1,243)		(6,393)		514	%	(6,393)		n/a
Loss on extinguishment of debt, net	(1,045)		—		(1,045)		100	%	(1,045)		n/a

_____________________

(1) Represents the dollar amount increase (decrease) for the three months ended September 30, 2025, compared to the three months ended September 30, 2024 related to real estate and real estate-related investments acquired or disposed on or after October 1, 2024.

(2) Represents the dollar amount increase (decrease) for the three months ended September 30, 2025, compared to the three months ended September 30, 2024 with respect to real estate and real estate-related investments owned by us during the entirety of both periods presented.

Rental income decreased to $26.6 million for the three months ended September 30, 2025, from $30.2 million for the three months ended September 30, 2024, primarily due to the disposition of 76 residential homes, one apartment property and one office complex, which resulted in a decrease in rental income of approximately $3.8 million. The occupancy rates and income for properties held throughout both periods remained consistent for the three months ended September 30, 2025 and 2024. We expect rental income to increase in future periods as a result of new lease activity, but to decrease to the extent we dispose of properties or from naturally expiring leases.

Operating, maintenance, and management expenses decreased to $11.3 million for the three months ended September 30, 2025, from $11.8 million for the three months ended September 30, 2024. The decrease was primarily due to $1.7 million related to dispositions and partially offset by $1.0 million of asset management fees related to PORT being recognized in operating, maintenance, and management due to the advisor for PORT no longer being an affiliate as of December 2024.

Foreign currency transaction loss, net increased to $5.9 million for the three months ended September 30, 2025, from $4.6 million for the three months ended September 30, 2024, primarily due to the outstanding Series Bonds being denominated in Israeli new shekel and experienced unfavorable exchange rates during the three months ended September 30, 2025. We expect to recognize foreign transaction gains and losses due to changes in the value of the U.S. dollar relative to the Israeli new shekel, which may be offset with foreign currency derivative hedges in future periods, and changes in the level of foreign currency exposure.

Interest expense, net decreased to $19.8 million for the three months ended September 30, 2025, from $20.6 million for the three months ended September 30, 2024, primarily due to $2.0 million related to dispositions. Additionally, the weighted-average fixed rate decreased to 5.3% as of September 30, 2025, from 6.3% as of September 30, 2024, primarily due to the full repayment of Series C bonds and partially offset by an increase in interest rates due to loan defaults. Our interest expense in future periods will vary based on interest rates on variable and fixed rate debt, the amount of interest capitalized, level of future borrowings, interest rate derivative instruments, and the impact of refinancing efforts.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Impairment charges on real estate and related intangibles increased to $76.8 million for the three months ended September 30, 2025 from $15.8 million for the three months ended September 30, 2024 . We impaired eight strategic opportunistic properties and one hotel during the three months ended September 30, 2025 due to declines in market conditions and projected cash flows, changes in sales comparisons, and quoted prices. We impaired four strategic opportunistic properties and one hotel during the three months ended September 30, 2024 due to declines in ma rket conditions and projected cash flows, changes in sales comparisons, and also based on a quoted price.

Comparison of the nine months ended September 30, 2025 versus the nine months ended September 30, 2024

The following table provides summary information about our results of operations for the nine months ended September 30, 2025 and 2024 (dollar amounts in thousands):


	Nine Months Ended September 30,				Increase (Decrease)		Percentage Change		$ Change Due to Acquisitions/ Dispositions (1)		$ Change Due to Investments Held Throughout Both Periods (2)
	2025		2024
Rental income	$	83,574	$	92,045	$	(8,471)	(9)	%	$	(8,440)	$	(31)
Hotel revenues	5,622		6,225		(603)		(10)	%	—		(603)
Other operating income	2,872		2,977		(105)		(4)	%	—		(105)
Operating, maintenance, and management	34,888		33,877		1,011		3	%	(2,780)		3,791
Real estate taxes and insurance	15,466		18,649		(3,183)		(17)	%	(1,557)		(1,626)
Hotel expenses	4,619		5,016		(397)		(8)	%	—		(397)
Asset management fees to affiliate	7,694		11,875		(4,181)		(35)	%	(703)		(3,478)
General and administrative expenses	8,525		10,108		(1,583)		(16)	%	—		(1,583)
Foreign currency transaction loss (gain), net	30,063		(6,724)		36,787		(547)	%	n/a		n/a
Depreciation and amortization	27,742		31,405		(3,663)		(12)	%	(3,026)		(637)
Interest expense, net	53,109		55,366		(2,257)		(4)	%	(4,694)		2,437
Impairment charges on real estate and related intangibles	128,776		76,090		52,686		69	%	n/a		n/a
Impairment charges on goodwill	949		—		949		100	%	n/a		n/a
Loss from unconsolidated entities, net	(22,824)		(26,531)		3,707		(14)	%	—		3,707
Other income	1,268		1,117		151		14	%	n/a		n/a
Gain (loss) on real estate equity securities, net	1,604		(7,905)		9,509		(120)	%	1,168		8,341
Loss on sale of real estate, net	(6,392)		(624)		(5,768)		924	%	(5,768)		n/a
Loss on extinguishment of debt, net	(1,045)		—		(1,045)		100	%	(1,045)		n/a

_____________________

(1) Represents the dollar amount increase (decrease) for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 related to real estate and real estate-related investments acquired or disposed on or after October 1, 2024.

(2) Represents the dollar amount increase (decrease) for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 with respect to real estate and real estate-related investments owned by us during the entirety of both periods presented.

Rental income decreased to $83.6 million for the nine months ended September 30, 2025, from $92.0 million for the nine months ended September 30, 2024, primarily due to the disposition of 76 residential homes, one apartment property and one office complex, which resulted in a decrease in rental income of approximately $8.4 million. The occupancy rates and income for properties held throughout both periods remained consistent for the nine months ended September 30, 2025 and 2024. We expect rental income to increase in future periods as a result of new lease activity, but to decrease to the extent we dispose of properties or from naturally expiring leases.

Operating, maintenance, and management expenses increased to $34.9 million for the nine months ended September 30, 2025, from $33.9 million for the nine months ended September 30, 2024. The increase was primarily due to $3.0 million of asset management fees related to PORT being recognized in operating, maintenance, and management due to the advisor for PORT no longer being an affiliate as of December 2024 and partially offset by decreases of $2.8 million related to dispositions.

Foreign currency transaction loss was $30.1 million for the nine months ended September 30, 2025 and a $6.7 million foreign currency transaction gain the nine months ended September 30, 2024, primarily due to the outstanding Series Bonds being denominated in Israeli new shekels and more favorable exchange rates during the nine months ended September 30, 2025. We expect to recognize foreign transaction gains and losses due to changes in the value of the U.S. dollar relative to the Israeli new shekel, which may be offset with foreign currency derivative hedges in future periods, and changes in the level of foreign currency exposure.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Interest expense, net decreased to $53.1 million for the nine months ended September 30, 2025, from $55.4 million for the nine months ended September 30, 2024, primarily due to the $4.7 million related to dispositions. Additionally, the weighted-average fixed rate decreased to 5.3% as of September 30, 2025, from 6.3% as of September 30, 2024, primarily due to the partial repayment of Series C bonds and partially offset by an increase in interest rates due to loan defaults. Our interest expense in future periods will vary based on interest rates on variable and fixed rate debt, the amount of interest capitalized, level of future borrowings, interest rate derivative instruments, and the impact of refinancing efforts.

Impairment charges on real estate and related intangibles decreased to $128.8 million for the nine months ended September 30, 2025 from $76.1 million for the nine months ended September 30, 2024. We impaired nine strategic opportunistic properties and one hotel during the nine months ended September 30, 2025 due to declines in market conditions and projected cash flows, changes in sales comparisons, and quoted prices. We impaired five strategic opportunistic properties and one hotel during the nine months ended September 30, 2024 due to declines in market conditions and projected cash flows, changes in sales comparisons, and also based on a quoted price.

Funds from Operations, Modified Funds from Operations and Adjusted Modified Funds from Operations

We believe that funds from operations (“FFO”) is a beneficial indicator of the performance of an equity REIT. We compute FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition. FFO represents net income, excluding gains and losses from sales of real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), impairment losses on real estate assets, depreciation and amortization of real estate assets, and adjustments for unconsolidated partnerships and joint ventures. In addition, we elected the option to exclude mark-to-market changes in value recognized on equity securities in the calculation of FFO. We believe FFO facilitates comparisons of operating performance between periods and among other REITs. However, our computation of FFO may not be comparable to other REITs that do not define FFO in accordance with the NAREIT definition or that interpret the current NAREIT definition differently than we do. Our management believes that historical cost accounting for real estate assets in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. As a result, we believe that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors and provides a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities.

Changes in accounting rules have resulted in a substantial increase in the number of non-operating and non-cash items included in the calculation of FFO. As a result, our management also uses modified funds from operations (“MFFO”) as an indicator of our ongoing performance. MFFO excludes from FFO: acquisition fees and expenses (to the extent that such fees and expenses have been recorded as operating expenses); adjustments related to contingent purchase price obligations; amounts relating to straight-line rents and amortization of above- and below-market intangible lease assets and liabilities; accretion of discounts and amortization of premiums on debt investments; amortization of closing costs relating to debt investments; impairments of real estate-related investments; mark-to-market adjustments included in net income; and gains or losses included in net income for the extinguishment or sale of debt or hedges. We compute MFFO in accordance with the definition of MFFO included in the practice guideline issued by the Institute for Portfolio Alternatives (“IPA”) in November 2010 as interpreted by management. Our computation of MFFO may not be comparable to other REITs that do not compute MFFO in accordance with the current IPA definition or that interpret the current IPA definition differently than we do.

In addition, our management uses an adjusted MFFO (“Adjusted MFFO”) as an indicator of our ongoing performance. Adjusted MFFO provides adjustments to reduce MFFO related to operating expenses that are capitalized with respect to certain of our investments in undeveloped land.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

We believe that MFFO and Adjusted MFFO are helpful as measures of ongoing operating performance because they exclude costs that management considers more reflective of investing activities and other non-operating items included in FFO. Management believes that excluding acquisition costs, prior to our early adoption of ASU No. 2017-01 on January 1, 2017, from MFFO and Adjusted MFFO provides investors with supplemental performance information that is consistent with management’s analysis of the operating performance of the portfolio over time, including periods after our acquisition stage. MFFO and Adjusted MFFO also exclude non-cash items such as straight-line rental revenue. Additionally, we believe that MFFO and Adjusted MFFO provide investors with supplemental performance information that is consistent with the performance indicators and analysis used by management, in addition to net income and cash flows from operating activities as defined by GAAP, to evaluate the sustainability of our operating performance. MFFO provides comparability in evaluating the operating performance of our portfolio with other non-traded REITs which typically have limited lives with short and defined acquisition periods and targeted exit strategies. MFFO, or an equivalent measure, is routinely reported by non-traded REITs, and we believe often used by analysts and investors for comparison purposes.

FFO, MFFO and Adjusted MFFO are non-GAAP financial measures and do not represent net income as defined by GAAP. Net income as defined by GAAP is the most relevant measure in determining our operating performance because FFO, MFFO and Adjusted MFFO include adjustments that investors may deem subjective, such as adding back expenses such as depreciation and amortization and the other items described above. Accordingly, FFO, MFFO and Adjusted MFFO should not be considered as alternatives to net income as an indicator of our current and historical operating performance. In addition, FFO, MFFO and Adjusted MFFO do not represent cash flows from operating activities determined in accordance with GAAP and should not be considered an indication of our liquidity. We believe FFO, MFFO and Adjusted MFFO, in addition to net income and cash flows from operating activities as defined by GAAP, are meaningful supplemental performance measures.

Although MFFO includes other adjustments, the exclusion of straight-line rent, the amortization of above- and below market leases, amortization of premium or discount on bond and notes payable, mark-to-market foreign currency transaction adjustments and extinguishment of debt are the most significant adjustments for the periods presented. We have excluded these items based on the following economic considerations:

• Adjustments for straight-line rent. These are adjustments to rental revenue as required by GAAP to recognize contractual lease payments on a straight-line basis over the life of the respective lease. We have excluded these adjustments in our calculation of MFFO to more appropriately reflect the current economic impact of our in-place leases, while also providing investors with a useful supplemental metric that addresses core operating performance by removing rent we expect to receive in a future period or rent that was received in a prior period;

• Amortization of above- and below-market leases. Similar to depreciation and amortization of real estate assets and lease related costs that are excluded from FFO, GAAP implicitly assumes that the value of intangible lease assets and liabilities diminishes predictably over time and requires that these charges be recognized currently in revenue. Since market lease rates in the aggregate have historically risen or fallen with local market conditions, management believes that by excluding these charges, MFFO provides useful supplemental information on the realized economics of the real estate;

• Amortization of premium and discount on notes and bonds payable . These are net adjustments to interest expense as required by GAAP to recognize notes and bonds payable discount and premiums on a straight-line basis over the life of the respective notes and bonds payable. We have excluded these adjustments in our calculation of MFFO to appropriately reflect the current economic impact of our bond and notes payable and related interest expense;

• Unrealized gain or loss from interest rate caps. These adjustments include unrealized gains from mark-to-market adjustments on interest rate caps. The change in fair value of interest rate caps not designated as a hedge are non-cash adjustments recognized directly in earnings and are included in interest expense. We have excluded these adjustments in our calculation of MFFO to more appropriately reflect the economic impact of our interest rate cap agreements;

• Loss or gain on extinguishment of debt. A loss or gain on extinguishment of debt, which includes prepayment fees related to the extinguishment of debt, represents the difference between the carrying value of any consideration transferred to the lender in return for the extinguishment of a debt and the net carrying value of the debt at the time of settlement. We have excluded the loss or gain from extinguishment of debt in our calculation of MFFO because these losses or gains do not impact the current operating performance of our investments and do not provide an indication of future operating performance; and

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

• Mark-to-market foreign currency transaction adjustments. The U.S. Dollar is our functional currency. Transactions denominated in currency other than our functional currency are recorded upon initial recognition at the exchange rate on the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are remeasured at each reporting date into the foreign currency at the exchange rate on that date. In addition, we have entered into foreign currency collars and foreign currency options that results in a foreign currency transaction adjustment. These amounts can increase or reduce net income. We exclude them from MFFO to more appropriately present the ongoing operating performance of our real estate investments on a comparative basis.

Adjusted MFFO includes adjustments to reduce MFFO primarily related to income tax provision or benefit, impairment of goodwill, as well as real estate taxes, property insurance, and financing costs which are capitalized with respect to certain of our investments in undeveloped land.

Our calculation of FFO, which we believe is consistent with the calculation of FFO as defined by NAREIT, is presented in the following table, along with our calculations of MFFO and Adjusted MFFO, for the three and nine months ended September 30, 2025 and 2024 (in thousands). No conclusions or comparisons should be made from the presentation of these periods.


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024
Net loss attributable to common stockholders	$	(117,716)	$	(43,725)	$	(244,149)	$	(164,419)
Depreciation and amortization	7,694		10,276		27,742		31,405
Impairment charges on real estate and related intangibles	76,797		15,800		128,776		76,090
Loss on sale of real estate, net	7,636		1,243		6,392		624
(Gain) loss on real estate equity securities, net	(642)		(8,726)		(1,604)		7,905
Adjustments for noncontrolling interests (1)	(1,684)		(1,822)		(2,523)		(3,657)
Adjustments for investments in unconsolidated entities (2)	2,147		860		3,579		3,351
FFO attributable to common stockholders	(25,768)		(26,094)		(81,787)		(48,701)
Straight-line rent and amortization of above- and below-market leases	49		(556)		916		(1,047)
Amortization of premium and discount on notes and bonds payable, net	580		905		1,777		2,750
Unrealized loss (gain) on interest rate caps	—		231		—		(186)
Loss on extinguishment of debt, net	1,045		—		1,045		—
Foreign currency transaction loss (gain), net	5,906		4,556		30,063		(6,724)
Adjustments for noncontrolling interests (1)	20		21		51		4
Adjustments for investments in unconsolidated entities (2)	333		208		1,287		774
MFFO attributable to common stockholders	(17,835)		(20,729)		(46,648)		(53,130)
Other capitalized operating expenses (3)	(625)		(1,590)		(1,624)		(4,363)
Impairment charges on goodwill	949		—		949		—
Income tax benefit	(860)		—		—		—
Adjusted MFFO attributable to common stockholders	$	(18,371)	$	(22,319)	$	(47,323)	$	(57,493)

_____________________

(1) Reflects adjustments to eliminate the noncontrolling interest holders’ share of the adjustments to convert our net income (loss) attributable to common stockholders to FFO, MFFO and Adjusted MFFO.

(2) Reflects adjustments to add back our noncontrolling interest share of the adjustments to convert our net income (loss) attributable to common stockholders to FFO, MFFO and Adjusted MFFO for our equity investments in unconsolidated entities.

(3) Reflects real estate taxes, property insurance and financing costs capitalized with respect to certain of our investments in undeveloped land and unconsolidated entity. During the periods in which we are incurring costs necessary to bring these investments to their intended use, certain normal recurring operating costs are capitalized in accordance with GAAP and not reflected in our net income (loss), FFO and MFFO.

FFO, MFFO and Adjusted MFFO may also be used to fund all or a portion of certain capitalizable items that are excluded from FFO, MFFO and Adjusted MFFO, such as tenant improvements, building improvements and deferred leasing costs. We expect FFO, MFFO and Adjusted MFFO to improve in future periods to the extent that we continue to lease up vacant space and acquire additional assets. We expect FFO, MFFO and Adjusted MFFO to decrease as a result of dispositions.

Critical Accounting Policies

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Our consolidated interim financial statements have been prepared in accordance with GAAP and in conjunction with the rules and regulations of the SEC. The preparation of our financial statements requires significant management judgments and assumptions, requires estimates about matters that are inherently uncertain and which are important for understanding and evaluating our reported financial results. These judgments will affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses. A discussion of the accounting policies that management considers critical in that they involve significant management judgments, assumptions and estimates is included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. There have been no significant changes to our policies during 2025.

Subsequent Events

We evaluate subsequent events up until the date the consolidated financial statements are issued.

Subsequent to September 30, 2025, we renewed the advisory agreement with our advisor. The agreement was effective November 1, 2025 and will automatically renew on a month-to-month basis until November 1, 2026 or upon termination of the Standstill agreement.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency, Interest Rate and Financial Market Risk

Certain transactions, assets, and liabilities are exposed to foreign currency risk. We monitor our foreign currency exposures to maximize the economic effectiveness of our foreign currency positions, including hedges which may be limited by our liquidity available. Our principal currency exposure is Israeli new shekel; in particular, we are exposed to the effects of foreign currency changes in Israel with respect to the bonds issued to investors in Israel.

In addition, we are exposed to the effects of interest rate changes as a result of borrowings used to maintain liquidity, fund distributions and to fund the refinancing of our real estate investment portfolio and operations. We may also be exposed to the effects of changes in interest rates as a result of the acquisition and origination of mortgage, bonds, and other loans and the acquisition of real estate securities. Our profitability and the value of our investment portfolio may be adversely affected during any period as a result of interest rate changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings, prepayment penalties and cash flows and to lower overall borrowing costs. We may manage interest rate risk by maintaining a ratio of fixed rate, long-term debt such that floating rate exposure is kept at an acceptable level. We may also utilize a variety of financial instruments, including interest rate caps, floors, and swap agreements, in order to limit the effects of changes in interest rates on our operations. Additionally, certain of these strategies may reduce the funds available for payments to holders of our common stock.

In addition, our profitability and the value of our investment portfolio may be adversely affected during any period as a result of foreign currency changes. In order to limit the effects of changes in foreign currency on our operations, we may utilize a variety of foreign currency hedging strategies such as cross currency swaps, forward contracts, puts or calls. When we use these types of derivatives to hedge the risk of interest-earning assets or interest-bearing liabilities, we may be subject to certain risks, including the risk that losses on a hedge position will reduce the funds available for payments to holders of our common stock and the risk that the losses may exceed the amount we invested in the instruments. Additionally, certain of these strategies may cause us to fund a margin account periodically to offset changes in foreign currency rates which may also reduce the funds available for payments to holders of our common stock.

As of September 30, 2025, we held 36.1 million Israeli new shekels and 11.8 million Israeli new shekels in cash and restricted cash, respectively. In addition, as of September 30, 2025 , we had Series Bonds outstanding and the related interest payable in the amounts of 1.0 billion Israeli new shekels and 8.7 million Isra eli new shekels, respectively. Foreign currency exchange rate risk is the possibility that our financial results could be better or worse than planned because of changes in foreign currency exchange rates. Based solely on the remeasurement for the nine months ended September 30, 2025, if foreign currency exchange rates were to increase or decrease by 10%, our net income would increase or decrease by approximately $29.5 million for the same period. The foreign currency transaction income or loss as a result of the change in foreign currency exchange rates does not take into account any gains or losses on our foreign currency collar as a result of such change, which would reduce our foreign currency exposure.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 3. Quantitative and Qualitative Disclosures about Market Risk (continued)

We borrow funds at a combination of fixed and variable rates. Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt unless such instruments mature or are otherwise terminated. However, interest rate changes will affect the fair value of our fixed rate instrumen ts. As of September 30, 2025, the fair value of our Series Bonds was $196.3 million and the outstanding principal balance was $295.0 million. T he fair value estimates of the Series Bonds were calculated based on the Tel Aviv Stock Exchange for each bond. As of September 30, 2025, excluding the Series Bonds, the fair value of our fixed rate debt was $186.5 million and the outstanding principal balance of our fixed rate debt was $190.2 million. The fair value estimate of our fixed rate debt, excluding the Series Bonds, was calculated using a discounted cash flow analysis utilizing rates we would expect to pay for debt of a similar type and remaining maturity if the loans were originated as of September 30, 2025. As we expect to hold our fixed rate instruments to maturity and the amounts due under such instruments would be limited to the outstanding principal balance and any accrued and unpaid interest, we do not expect that fluctuations in interest rates, and the resulting changes in fair value of our fixed rate instruments, would have a significant impact on our operations.

Conversely, movements in interest rates on variable rate debt would change our future earnings and cash flows, but would not significantly affect the fair value of those instruments. However, changes in required risk premiums would result in changes in the fair value of floating rate instruments. Based on interest rates as of September 30, 2025, if interest rates were 100 basis points higher or lower during the 12 months ending September 30, 2025, interest expense on our variable rate debt would increase or decrease by $4.0 million or $3.4 million, respectively.

The weighted-average interest rates of our fixed rate debt and variable rate debt as of September 30, 2025 were 5.3% and 10.6%, respectively. The interest rate and weighted-average interest rate represent the actual interest rate in effect as of September 30, 2025 (consisting of the contractual interest rate and the effect of contractual floor rates, if applicable), using interest rate indices as of September 30, 2025 where applicable.

We are exposed to financial market risk with respect to our real estate equity securities. Financial market risk is the risk that we will incur economic losses due to adverse changes in our real estate equity security prices. Our exposure to changes in real estate equity security prices is a result of our investment in these types of securities. Market prices are subject to fluctuation and, therefore, the amount realized in the subsequent sale of an investment may significantly differ from the reported market value. Fluctuation in the market prices of a real estate equity security may result from any number of factors, including perceived changes in the underlying fundamental characteristics of the issuer, the relative price of alternative investments, interest rates, default rates and general market conditions. In addition, amounts realized in the sale of a particular security may be affected by the relative quantity of the real estate equity security being sold. As of September 30, 2025, we owned real estate equity securities with a book value of $14.8 million. Based solely on the prices of real estate equity securities as of September 30, 2025, if prices were to increase or decrease by 10%, our net income would increase or decrease by approximately $1.5 million.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon, and as of the date of, the evaluation, our principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports we file and submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On September 10, 2025, an Israeli investor filed a petition for certification of a class action in the Tel Aviv District Court, Israel against Pacific Oak SOR BVI and certain members of its board of directors, alleging that disclosures relating to Pacific Oak SOR BVI were misleading and caused investor harm. The petition states an individual claim amount in excess of 2.5 million Israeli new shekels ($0.8 million as of September 30, 2025) and cites the petitioner’s expert model estimating potential class-wide damages of approximately 124.6–145.2 million Israeli new shekels ($37.6-43.9 million as of September 30, 2025). The matter is at a preliminary stage; the court has not ruled on class certification or on the merits.

The Company intends to dispute the allegations and to defend the matter vigorously. While a loss is reasonably possible, the Company cannot reasonably estimate a possible loss or range of loss at this time. An adverse outcome could be material to our results of operations, financial position, or liquidity in one or more periods. The Company will continue to monitor developments and update disclosures and recognition, if and when estimation becomes possible. Any potential insurance recoveries will be recognized when realization is probable.

Item 1A. Risk Factors

In addition to the risk factors discussed below, please see the risk factors in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and Part II, Item 1A of our Quarterly Report on Form 10-Q for the periods ended March 31, 2025 and June 30, 2025, each as filed with the SEC.

The Standstill arrangement related to the Series Bonds could adversely affect our operations, liquidity, strategic flexibility, and the timing of repayments. There is no assurance that we will be able to successfully negotiate or satisfy the terms under the standstill, and even if we do, we may still be adversely affected.

We are party to a negotiation agreement with the bondholders’ trustee dated August 26, 2025, that imposes operating and reporting guidelines and, in certain cases, requires prior bondholder approval to take specified actions. As long as the Standstill remains in effect, until the earlier of 20 days after Pacific Oak SOR BVI elects to terminate it or the date the bondholders resolve to accelerate any Series Bonds, our ability to respond quickly to market conditions, manage working capital outside agreed parameters, or pursue strategic transactions may be constrained. Compliance with the Standstill may require additional time and expense, divert management attention, and delay or prevent actions we otherwise would take. If approvals are withheld or delayed, or if the Standstill terminates due to acceleration of the Series Bonds, our operations, liquidity, and financial condition could be adversely affected. We have evaluated the Standstill and, at this time, cannot predict with certainty the timing or outcome of any required approvals or the potential effects of termination or acceleration.

If our advisor determines to no longer defer certain balances due to them, or an event that accelerates repayment occurs, our ability to fund our operations may be adversely affected.

From time to time, our advisor may agree to defer all or a portion of the asset management or other fees and compensation due to it, pay general administrative expenses, enter into a related party loan or otherwise supplement financing in order to increase the amount of cash available to fund our operations.

As of September 30, 2025, our advisor had deferred approximately $13.9 million of its asset management fees and as of September 30, 2025 our advisor had extended an outstanding loan balance of approximately $10.0 million with certain security. If our advisor chooses to no longer defer such fees, or an event that accelerates loan repayment occurs, our ability to fund our operations may be adversely affected.

Recent non-compliance with debt covenants could limit or require us to liquidate assets on terms we may not find attractive.

The terms of our current indebtedness are subject to financial and operational covenants. These include, but are not limited to requiring us to maintain debt ratings on our Israeli bonds, debt service coverage, leverage ratios, and minimum net worth requirements. In addition to being out of compliance with certain property-level mortgages covenants, as of September 30, 2025, we were also out of compliance in regards to the Series Bonds as a result of a recent downgrade by S&P Global Ratings Maalot Ltd. The downgrade constitutes an event of default and as a result, the bondholders have the right to declare the Series Bonds of 975.3 million Israeli new shekels ($295.0 million as of September 30, 2025) immediately due and payable.

Although we are engaged in Standstill arrangement and ongoing negotiations with the bondholders to restructure the terms of the Series Bonds, there can be no assurance that such negotiations will be successful.

In addition, our noncompliance with the covenants of the Series Bonds constituted a cross default under the WhiteHawk loan, under which we owe $80.0 million. Under the terms of the WhiteHawk loan, the lender could declare the obligations under that loan to be immediately due and payable, refuse to make any extensions of credit, suspend any other financial

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PART II. OTHER INFORMATION (CONTINUED)

Item 1A. Risk Factors (continued)

accommodations to the borrower and guarantor under the loan, and/or exercise any other available remedies under the loan agreement, the loan documents, or applicable law. Such remedies may include lender’s foreclosure of the collateral securing the WhiteHawk loan, which include the Park Highlands land, the Richardson land, and the 210 West 31st Street leasehold estate.

If some or all of our debt is accelerated and becomes immediately due and payable, we may be unable repay or refinance the debt and we may be required to liquidate assets on terms we may not find attractive, which could limit operational flexibility and reduce the amount available for shareholders.

We are exposed to uncertainty from a class-action lawsuit filed in Israeli courts.

On September 10, 2025, an Israeli investor filed a petition for certification of a class action in the Tel Aviv District Court, Israel against Pacific Oak SOR BVI and certain members of its board of directors, alleging that disclosures relating to Pacific Oak SOR BVI were misleading and caused investor harm. The petition states an individual claim amount in excess of 2.5 million Israeli new shekels ($0.8 million as of September 30, 2025) and cites the petitioner’s expert model estimating potential class-wide damages of approximately 124.6–145.2 million Israeli new shekels ($37.6-43.9 million as of September 30, 2025). The matter is at a preliminary stage; the court has not ruled on class certification or on the merits.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

a) During the period covered by this Form 10-Q, we did not sell any equity securities that were not registered under the Securities Act of 1933.

b) Not applicable.

c) On July 16, 2024, our board of directors indefinitely suspended our share redemption program, effective July 30, 2024 due to our liquidity position. Accordingly, we did not redeem or repurchase any shares of our common stock during the nine months ended September 30, 2025.

Item 3. Defaults upon Senior Securities

The Crown Pointe Mortgage Loan of $54.7 million matured on April 1, 2025. On April 21, 2025, we entered into a forbearance agreement for the Crown Pointe Mortgage Loan which provides for the acknowledgment of an existing event of default and the lender’s agreement to forbear from exercising its remedies until December 31, 2025.

The Series Bonds were downgraded on September 30, 2025 and this constitute an event of default and as a result, the bondholders have the right to declare the Series Bonds of 975.3 million Israeli new shekels ($295.0 million as of September 30, 2025) immediately due and payable. As a result of the downgrade on the Series Bonds, we also triggered an event of default with the WhiteHawk loan of $80.0 million as of September 30, 2025. As of September 30, 2025, we were also in technical default for five loans in the aggregate of $104.5 million due to non-compliance with minimum net worth covenants and loan maturities.

In October 2025, the unmet debt service payment related to the Bank of America Mortgage Loan constituted an event of default. As of the date of filing, the amount of the default and arrearage is $151.9 million.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

c) During the quarterly period ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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PART II. OTHER INFORMATION (CONTINUED)

Item 5. Other Information (continued)

Special Committee Formation

On October 14, 2025, in light of our difficult financial situation, the Standstill, and the ongoing negotiations with the Israeli bondholders, the board of directors of ours formed a special committee (the “Special Committee”) composed of all of our independent directors to explore the availability of strategic alternatives involving us. As part of the process of exploring strategic alternatives, on November 3, 2025, the Special Committee engaged Robert A. Stanger & Co., Inc. (“Stanger”) to act as the financial advisor to us to assist us and the Special Committee with this process. Under the terms of the engagement, Stanger will provide various financial advisory services, as requested by the Special Committee as customary for an engagement in connection with exploring strategic alternatives.

Table of Contents

PART II. OTHER INFORMATION (CONTINUED)

Item 6. Exhibits

Ex.

Description

3.1

Second Articles of Amendment and Restatement, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed February 4, 2010

3.2

Articles of Amendment, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed November 1, 2019

3.3

Articles of Amendment, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 23, 2019

3.4

Fourth Amended and Restated Bylaws, incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K filed March 30, 2023

4.1

Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates), incorporated by reference to Exhibit 4.2 to Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-11, Commission File No. 333-156633 filed February 25, 2009

4.2

Fifth Amended and Restated Dividend Reinvestment Plan, incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed May 14, 2015

10.1

Amended and Restated Loan Agreement by and between Pacific Oak Strategic Opportunity Limited Partnership and Pacific Oak Capital Advisors, LLC, effective June 26, 2025, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed August 13, 2025

10.2

Amended and Restated Promissory Note by Pacific Oak Strategic Opportunity Limited Partnership, effective June 26, 2025, incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed August 13, 2025

10.3

Pledge and Security Agreement by SOR PORT Holdings, LLC, effective June 26, 2025, incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed August 13, 2025

10.4

Credit Agreement by and among Pacific Oak SOR Tule Springs Owner TRS, LLC; Pacific Oak SOR Tule Springs Village 2 Parcels Owner, LLC; Pacific Oak SOR Palisades III, LLC; Pacific Oak SOR Palisades IV, LLC; and 210 West 31st Street Owner, LLC and Whitehawk Capital Partners, LP, dated July 29, 2025

10.5

Letter of Undertaking to the Trustee and the Bondholders by Pacific Oak SOR (BVI) Holdings, Ltd., the Company and Pacific Oak Capital Advisors, LLC, effective August 26, 2025

10.6

Advisory Agreement by and between the Company and Pacific Oak Capital Advisors, LLC, effective as of November 1, 2025

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

99.1

Twelfth Amended and Restated Share Redemption Program, incorporated by reference to Exhibit 99.5 to the Company's Current Report on Form 8-K filed December 4, 2020

99.2

Amendment No. 1 to the Twelfth Amended and Restated Share Redemption Program, incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed August 6, 2021

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

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PART II. OTHER INFORMATION (CONTINUED)

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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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 thereunto duly authorized.



		PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

Date:	November 14, 2025	By:	/S/ K EITH D. H ALL
			Keith D. Hall
			Chief Executive Officer and Director
			(principal executive officer)

Date:	November 14, 2025	By:	/S/ PETER MCMILLAN III
			Peter McMillan III
			Chairman of the Board, President and Director
			(principal financial officer)

TABLE OF CONTENTS

Part I. Financial Information (continued)Item 3. Quantitative and Qualitative Disclosures About Market Risk (continued)Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Part II. Other Information (continued)Item 1A. Risk Factors (continued)Item 2 Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 5. Other Information (continued)Item 6. Exhibits

Exhibits

PCOK 10-Q Quarter ended Sept. 30, 2025

Exhibits