Pacific Oak Strategic Opportunity REIT, Inc.

Park Centre Austin, TX · 03/28/2013 · Office · 205,096 · 53.9% · 100.0%

Crown PointeDunwoody, GA · 02/14/2017 · Office · 509,792 · 62.9% · 100.0%

The MarqMinneapolis, MN · 03/01/2018 · Office · 522,656 · 83.5% · 100.0%

Eight & Nine Corporate CentreFranklin, TN · 06/08/2018 · Office · 315,299 · 83.5% · 100.0%

Georgia 400 Center Alpharetta, GA · 05/23/2019 · Office · 429,771 · 67.7% · 100.0%

Lincoln CourtCampbell, CA · 10/05/2020 · Office · 123,849 · 65.0% · 100.0%

Oakland City CenterOakland, CA · 10/05/2020 · Office · 368,059 · 56.3% · 100.0%

Madison SquarePhoenix, AZ · 10/05/2020 · Office · 281,916 · 63.1% · 90.0%

Residential Homes PortfolioMultiple Locations · Multiple · Residential · 3,025,740 · 93.5% · 100.0%

1180 RaymondNewark, NJ · 08/20/2013 · Apartment · 268,462 · 92.1% · 100.0%

Q&C HotelNew Orleans, LA · 10/05/2020 · Hotel · — · N/A · 90.0%

Richardson Land IRichardson, TX · 11/23/2011 · Undeveloped Land · — · N/A · 100.0%

Richardson Land IIRichardson, TX · 09/04/2014 · Undeveloped Land · — · N/A · 100.0%

Park Highlands Land IINorth Las Vegas, NV · 12/10/2013 · Undeveloped Land · — · N/A · 100.0%

210 West 31st StreetNew York, NY · 10/05/2020 · Office/Retail · — · N/A · 80.0%

110 William Street (Unconsolidated)New York, NY · N/A · Office · 928,157 · 29.4% · (1)

353 Sacramento Street (Unconsolidated)San Francisco, CA · N/A · Office · 284,751 · 46.3% · 55.0%

Pacific Oak Opportunity Zone Fund I (Unconsolidated)Multiple Locations · N/A · Apartment · 310,218 · 93.4% · 47.0%

Total · 8,003,605

(1) As of December 31, 2024, we held 100% of common and 77.5% of preferred interests in the 110 William Joint Venture and are entitled to profit participation interests based on a tiered waterfall calculation which may not be reflective of our economic interest in the entity.

Portfolio Lease Expiration

Year of Expiration · Number of LeasesExpiring · Annualized Base Rent (in thousands) (1) · % of Portfolio Annualized Base RentExpiring · Leased Rentable Square Feet Expiring · % of Portfolio Rentable Square FeetExpiring

2025 · 76 · 12,417 · 20.4 · 370,117 · 14.5

2026 · 66 · 11,327 · 18.6 · 358,155 · 15.3

2027 · 59 · 7,510 · 12.3 · 254,432 · 10.9

2028 · 35 · 5,749 · 9.4 · 239,558 · 10.4

2029 · 40 · 6,878 · 11.3 · 302,262 · 12.9

2030 · 20 · 6,930 · 11.4 · 204,850 · 20.3

2031 · 9 · 1,526 · 2.5 · 67,086 · 2.9

2032 · 6 · 2,250 · 3.7 · 107,841 · 4.6

Thereafter · 54 · 6,309 · 10.4 · 250,470 · 8.2

Total · 365 · 60,896 · 100 · 2,154,771 · 100

(1) Annualized base rent represents annualized contractual base rental income as of December 31, 2024, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term.

• The termination or replacement of our advisor could trigger a repayment event under our mortgage loans for some of our properties and the credit agreement governing any line of credit we obtain.
• Our rights and the rights of our stockholders to recover claims against our independent directors are limited, which could reduce our stockholders’ and our recovery against our independent directors if they negligently cause us to incur losses.
• We may change our targeted investments without stockholder consent.
• We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.
• Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
• Uncertain market conditions could cause us to sell our real estate investments or investments in unconsolidated entities at a loss in the future.
• Risks Related to Conflicts of Interest
• Our advisor and its affiliates, including all of our executive officers and some of our directors and other key real estate and debt finance professionals, face conflicts of interest caused by their compensation arrangements with us, which could result in actions that are not in the long-term best interests of our stockholders.
• Our advisor faces conflicts of interest relating to the leasing of properties and such conflicts may not be resolved in our favor, meaning that we may obtain less credit-worthy or desirable tenants, which could limit our ability to make distributions and reduce our stockholders’ overall investment return.
• Our advisor faces conflicts of interest relating to the acquisition of assets, the leasing of properties and the disposition of properties due to its relationship with other Pacific Oak-sponsored programs and/or Pacific Oak-advised investors, which could result in decisions that are not in our best interest or the best interests of our stockholders.
• Our advisor will face conflicts of interest relating to joint ventures that we may form with affiliates of our advisor, which conflicts could result in a disproportionate benefit to the other venture partners at our expense.
• Our sponsor, our officers, our advisor and the real estate, debt finance, management and accounting professionals assembled by our advisor face competing demands on their time and this may cause our operations and our stockholders’ investment in us to suffer.
• If we were to internalize our management or if another investment program, whether sponsored or advised by affiliates of our advisor or otherwise, conducts its own internalization transaction, we could incur significant costs and/or our business could be harmed.
• All of our executive officers, our affiliated directors and the key real estate and debt finance professionals assembled by our advisor face conflicts of interest related to their positions and/or interests in our advisor, which could hinder our ability to implement our business strategy and to generate returns to our stockholders.
• Risks Related to Our Corporate Structure
• Our charter limits the number of shares a person may own, which may discourage a takeover that could otherwise result in a premium price to our stockholders.
• Our charter permits our board of directors to issue stock with terms that may subordinate the rights of our common stockholders or discourage a third party from acquiring us in a manner that could result in a premium price to our stockholders.
• Our stockholders’ investment return may be reduced if we are required to register as an investment company under the Investment Company Act; if we or our subsidiaries become an unregistered investment company, we could not continue our business.
• Rapid changes in the values of our assets may make it more difficult for us to maintain our qualification as a REIT or our exception from the definition of an investment company under the Investment Company Act.
• Our stockholders will have limited control over changes in our policies and operations, which increases the uncertainty and risks our stockholders face.
• We have indefinitely suspended our share redemption program due to our liquidity position.
• The estimated value per share of our common stock may not reflect the value that stockholders will receive for their investment.
• Our investors’ interest in us will be diluted if we issue additional shares, which could reduce the overall value of their investment.
• Payment of fees to our advisor and to the PORT Advisor reduces cash available for investment and distribution and increases the risk that our stockholders will not be able to recover the amount of their investment in our shares.
• Failure to procure adequate capital and funding would negatively impact our results and may, in turn, negatively affect our ability to make distributions to our stockholders.
• Although we are not currently afforded the protection of the Maryland General Corporation Law relating to deterring or defending hostile takeovers, our board of directors could opt into these provisions of Maryland law in the future, which may discourage others from trying to acquire control of us and may prevent our stockholders from receiving a premium price for their stock in connection with a business combination.
• Our charter includes an anti-takeover provision that may discourage a stockholder from launching a tender offer for our shares.
• General Risks Related to Investments
• Our investments will be subject to the risks typically associated with real estate.
• We depend on tenants for revenue, and lease defaults or terminations could reduce our net income and limit our ability to make distributions to our stockholders.
• We are dependent on the third-party manager of our hotel.
• Properties that have significant vacancies could be difficult to sell, which could diminish the return on these properties.
• Our opportunistic property-acquisition strategy involves a higher risk of loss than would a strategy of investing in other properties.
• Investment in non-conforming and non-investment grade loans may involve increased risk of loss.
• Risks of cost overruns and non-completion of the construction or renovation of the properties underlying loans we make or acquire may materially and adversely affect our investment.
• Investments that are not United States government insured involve risk of loss.
• Prepayments can adversely affect the yields on our investments.
• If credit spreads widen before we obtain long-term financing for our assets, the value of our assets may suffer.
• Hedging against interest rate and foreign currency exposure may adversely affect our earnings, limit our gains or result in losses, which could adversely affect cash available for distribution to our stockholders.
• Hedging instruments often are not traded on regulated exchanges, guaranteed by an exchange or its clearing house, or regulated by any U.S. or foreign governmental authorities and involve risks and costs.
• We will assume the credit risk of our counterparties with respect to derivative transactions.
• We will assume the risk that our derivative counterparty may terminate transactions early.
• We may be required to collateralize our derivative transactions.
• Our investments in preferred and common equity securities will be subject to the specific risks relating to the particular issuer of the securities and may involve greater risk of loss than secured debt financings.
• Declines in the market values of our investments may adversely affect periodic reported results of operations and credit availability, which may reduce earnings and, in turn, cash available for distribution to our stockholders.
• Our joint venture partners could take actions that decrease the value of an investment to us and lower our stockholders’ overall return.
• We depend on debtors for our revenue, and, accordingly, our revenue and our ability to make distributions to our stockholders will be dependent upon the success and economic viability of such debtors.
• Our inability to sell a property at the time and on the terms we want could limit our ability to pay cash distributions to our stockholders.
• Potential development and construction delays and resultant increased costs and risks may hinder our operating results and decrease our net income.
• Costs imposed pursuant to governmental laws and regulations may reduce our net income and the cash available for distributions to our stockholders.
• The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury claims could reduce the amounts available for distribution to our stockholders.
• Costs associated with complying with the Americans with Disabilities Act may decrease cash available for distributions.
• Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce our cash flows and the return on our stockholders’ investment.
• Terrorist attacks and other acts of violence or war may affect the markets in which we plan to operate, which could delay or hinder our ability to meet our investment objectives and reduce our stockholders’ overall return.
• Properties acquired as part of portfolios or in bulk may subject us to a variety of risks.
• A number of our residential home properties are part of homeowners associations (HOAs), and we and tenants of such properties are subject to the rules and regulations of such HOAs, which may be arbitrary or restrictive. Violations of such rules may subject us to additional fees, penalties, and litigation with such HOAs which would be costly.
• We are subject to tenant relief laws and may be subject to rent control laws, which could negatively impact our rental revenue.
• Class action, tenants’ rights and consumer rights litigation may result in increased expenses and harm our results.
• Poor tenant selection and defaults by our tenants may negatively affect our financial performance and reputation.
• Risks Related to Our Financing Strategy
• We use leverage in connection with our investments, which increases the risk of loss associated with our investments.
• We may use leverage in connection with any real estate investments we make, which increases the risk of loss associated with this type of investment.
• We may not be able to access financing sources on attractive terms, which could adversely affect our ability to execute our business plan.
• High mortgage rates or changes in underwriting standards may make it difficult for us to finance or refinance properties, which could reduce our cash flows from operations and the amount of cash distributions we can make.
• Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.
• Increases in interest rates would increase the amount of our debt payments and limit our ability to pay distributions to our stockholders.
• In a period of rising interest rates, our interest expense could increase while the interest we earn on our fixed-rate assets would not change, which would adversely affect our profitability.
• Risks related to variable‑rate indebtedness could increase the amount of our debt payments and therefore negatively impact our operating results.