Pacific Oak REIT forms special committee, hires Stanger for review

Pacific Oak Strategic Opportunity REIT, Inc. announced governance steps tied to its difficult financial situation.

Accepted by SEC EDGAR 11/06/2025 - 04:52 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Pacific Oak Strategic Opportunity REIT, Inc. announced governance steps tied to its difficult financial situation. On October 14, 2025, the board formed a Special Committee of all independent directors to explore strategic alternatives. On November 3, 2025, the Special Committee engaged Robert A. Stanger & Co., Inc. as financial advisor to assist with this process.

The actions follow a standstill agreement entered in August 2025 with the trustee for holders of bonds issued by subsidiary Pacific Oak SOR (BVI) Holdings, Ltd., and ongoing negotiations with Israeli bondholders.

Insights

REIT restructuring analyst

Company forms special committee and hires advisor amid bond talks.

Pacific Oak Strategic Opportunity REIT established an independent-director Special Committee on October 14, 2025 to evaluate strategic alternatives. It retained Robert A. Stanger & Co. on November 3, 2025 to provide customary financial advisory services for such a review.

The disclosure references a standstill agreement from August 2025 with the trustee for bonds issued by a subsidiary and ongoing negotiations with Israeli bondholders. These steps indicate an organized process to evaluate options; outcomes are not stated in the excerpt.

The impact depends on future committee decisions and bondholder negotiations. Subsequent filings may provide details on alternatives considered or any transactions approved.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did PCOK announce regarding its strategic review?

The board formed a Special Committee of independent directors on October 14, 2025 to explore strategic alternatives and engaged Robert A. Stanger & Co., Inc. on November 3, 2025 as financial advisor.

Why did PCOK form a Special Committee?

It cited a difficult financial situation, a standstill agreement with the trustee for bonds issued by a subsidiary, and ongoing negotiations with Israeli bondholders.

Who is advising PCOK on strategic alternatives?

Robert A. Stanger & Co., Inc. was engaged by the Special Committee on November 3, 2025 to provide customary financial advisory services.

What prior agreements are referenced in PCOK's update?

A standstill agreement entered in August 2025 with the trustee for holders of bonds issued by Pacific Oak SOR (BVI) Holdings, Ltd., a subsidiary.

Does the filing specify any transactions or outcomes for PCOK?

No. It discloses the formation of a Special Committee and advisor engagement, along with ongoing bondholder negotiations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FALSE000145293600014529362025-11-032025-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2025

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

(Exact name of registrant specified in its charter)

______________________________________________________

Maryland

000-54382

26-3842535

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

3200 Park Center Dr., Suite 800

Costa Mesa, California 92626

(Address of principal executive offices)

Registrant’s telephone number, including area code: (866) 722-6257

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 8.01 OTHER EVENTS

On October 14, 2025, in light of Pacific Oak Strategic Opportunity REIT, Inc.’s (the “Company”) difficult financial situation, the standstill agreement entered into in August 2025 with the trustee for holders of bonds issued by the Company’s subsidiary, Pacific Oak SOR (BVI) Holdings, Ltd., and the ongoing negotiations with the Israeli bondholders, the board of directors of the Company formed a special committee (the “Special Committee”) composed of all of the Company’s independent directors to explore the availability of strategic alternatives involving the Company. 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 the Company to assist the Company 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.
Dated: November 6, 2025						BY:			/S/ PETER MCMILLAN III
									Peter McMillan III
									Chairman of the Board, President and Director
									(principal financial officer)