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  4. [8-K] Pacific Oak Strategic Opportunity REIT, Inc. Reports Material Event

Bradley Scher takes over Pacific Oak REIT (PCOK) as CEO and board chairman

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Pacific Oak Strategic Opportunity REIT, Inc. reported major leadership changes. On June 15, 2026, four directors — Laurent Degryse, William Petak, Keith Hall and Peter McMillan III — resigned from the board, and on June 18, 2026, Kenneth Yee appointed Bradley E. Scher as Chairman, director, President and Chief Executive Officer, after which Mr. Yee also resigned from the board. The company states that none of the resignations involved a disagreement with the company.

Mr. Scher, age 65, is the founder and managing member of Ocean Ridge Capital Advisors, with extensive experience leading and advising companies facing financial challenges and serving on numerous boards. The company entered into an engagement letter with Ocean Ridge under which it will pay $5,000 per month for Mr. Scher’s service as President and Chief Executive Officer and $7,500 per month for his service as Chairman and director, plus reimbursement of reasonable out-of-pocket expenses, and has provided an indemnification agreement. The company also notified Chief Financial Officer Brian Ragsdale that his contract will not be renewed and will terminate effective August 11, 2026; he will remain CFO until then.

Positive

  • None.

Negative

  • Concentrated leadership turnover: Four directors and later Kenneth Yee resigned from the board while a new Chairman, President and CEO was appointed, and the CFO’s contract will terminate on August 11, 2026, indicating a significant governance transition.

Insights

Pacific Oak REIT installs turnaround specialist Bradley Scher amid broad board and CFO changes.

The company reports simultaneous resignations of four directors and later of Kenneth Yee, while appointing Bradley E. Scher as Chairman, director, President and CEO. Mr. Scher’s background through Ocean Ridge Capital Advisors centers on financially challenged companies and restructuring roles.

The engagement letter compensates Ocean Ridge at $5,000 per month for CEO duties and $7,500 per month for board leadership, plus expense reimbursement and indemnification. The filing also states that CFO Brian Ragsdale will see his contract end on August 11, 2026, though he remains in place until then. These moves signal a significant governance and leadership reset, with future disclosures needed to show how strategy and operations evolve under the new structure.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective CFO contract end date August 11, 2026 CFO Brian Ragsdale’s contract termination date
CEO service fee $5,000 per month Compensation to Ocean Ridge for Scher as President and CEO
Chairman and director fee $7,500 per month Compensation to Ocean Ridge for Scher as Chairman and director
Scher age 65 years Age of newly appointed Chairman, President and CEO
Engagement agreement date June 18, 2026 Date of Ocean Ridge engagement letter
material definitive agreement regulatory
"ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT The information in this Report set forth under Item 5.02"
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
engagement letter financial
"The Company also entered into an engagement letter with Ocean Ridge, as of June 18, 2026"
indemnification agreement regulatory
"The Company also agreed to pay all reasonable out-of-pocket expenses incurred in connection with the engagement and entered into an indemnification agreement with Mr. Scher."
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Chief Restructuring Officer financial
"roles in which Mr. Scher has served across a broad range of industries include Chief Executive Officer, Chief Financial Officer, President, Chief Transition Officer, Chief Restructuring Officer"
emerging growth company regulatory
"Emerging growth company o ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What leadership changes did Pacific Oak Strategic Opportunity REIT (PCOK) announce?
Pacific Oak Strategic Opportunity REIT announced resignations of four directors and later of Kenneth Yee, and appointed Bradley E. Scher as Chairman, director, President and Chief Executive Officer. This represents a substantial shift in board composition and executive leadership at the company.

Who is Bradley E. Scher and what is his role at Pacific Oak Strategic Opportunity REIT (PCOK)?
Bradley E. Scher, age 65, is the founder and managing member of Ocean Ridge Capital Advisors. He has been appointed Chairman of the Board, director, President and Chief Executive Officer of Pacific Oak Strategic Opportunity REIT, bringing extensive restructuring and board experience across various industries.

How is Ocean Ridge Capital Advisors being compensated by Pacific Oak Strategic Opportunity REIT (PCOK)?
Under an engagement letter dated June 18, 2026, Pacific Oak Strategic Opportunity REIT agreed to pay Ocean Ridge Capital Advisors $5,000 per month for Bradley Scher’s President and CEO role and $7,500 per month for his Chairman and director role, plus reasonable out-of-pocket expenses.

Did the resigning directors at Pacific Oak Strategic Opportunity REIT (PCOK) report disagreements with the company?
The company states that none of the directors’ decisions to resign, including those of Laurent Degryse, William Petak, Keith Hall, Peter McMillan III, and later Kenneth Yee, involved any disagreement with the company, according to the disclosed information.

What is happening with Chief Financial Officer Brian Ragsdale at Pacific Oak Strategic Opportunity REIT (PCOK)?
The company notified Chief Financial Officer Brian Ragsdale that his contract will not be renewed and will terminate effective August 11, 2026. He will continue serving as CFO until that date, providing continuity during the leadership transition period.

What additional agreements did Pacific Oak Strategic Opportunity REIT (PCOK) enter into with Bradley Scher?
In addition to the Ocean Ridge engagement letter, Pacific Oak Strategic Opportunity REIT entered into an indemnification agreement with Bradley Scher. Indemnification agreements typically protect directors and officers against certain liabilities arising from their corporate service, as described in the company’s disclosure.

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

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Understanding 8-K Material Events →
FALSE000145293600014529362026-06-152026-06-15


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): June 15, 2026

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.
(Exact name of registrant specified in its charter)
______________________________________________________
Maryland000-5438226-3842535
(State or other jurisdiction of
incorporation or organization)		(Commission File Number)(IRS Employer
Identification No.)

3857 Birch St
Newport Beach, California 92660
(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 classTrading Symbol(s)Name of each exchange on which registered
NoneN/AN/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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information in this Report set forth under Item 5.02 is incorporated herein by reference.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
The information in this Report set forth under Item 5.02 is incorporated herein by reference.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On June 15, 2026, Laurent Degryse, William Petak, Keith Hall and Peter McMillan III each notified the board of directors (the “Board”) of Pacific Oak Strategic Opportunity REIT, Inc. (the “Company”) of their decision to resign from the Board, effective immediately. On June 18, 2026, Kenneth Yee appointed Bradley E. Scher as Chairman of the Board and director of the Company, as well as President and Chief Executive Officer. On the same date, Mr. Yee resigned from the Board. None of the foregoing directors’ decisions to resign involved any disagreement with the Company.
Mr. Scher, age 65, is the Founder and Managing Member of Ocean Ridge Capital Advisors (“Ocean Ridge”). Ocean Ridge has been providing financial and operating consultative services to institutional investors, boards of directors, and managements of private and public companies since 2002. Through Ocean Ridge, roles in which Mr. Scher has served across a broad range of industries include Chief Executive Officer, Chief Financial Officer, President, Chief Transition Officer, Chief Restructuring Officer, Plan Administrator, Liquidating Trustee, and others. In these positions, Mr. Scher has been responsible for the management of various entities, particularly focused on companies experiencing financial challenges. He has also qualified as a responsible financial person, reviewing and signing audit reports and financial disclosure statements.
In addition, Mr. Scher has been a member of more than three dozen boards of directors of private and public companies where he has served as Chairman, Chairman of the Executive Committee, Chairman of the Audit Committee, and in other key roles. He often serves as the sole member or one of a few independent directors appointed to a board.
Before founding Ocean Ridge, Mr. Scher was a Managing Director for PPM America, Inc., managing in excess of $1 billion of investments for a special situations fund. He was also previously a Director in the Special Loans Unit of the investing arm of TIAA-CREF, an Investment Manager in the Private Placements division of The Travelers, and a middle-market lending officer with Chemical Bank.
Mr. Scher holds a BA in economics and finance from Yeshiva University and an MBA from Fordham University. He was a guest lecturer at Baruch College in New York in their Executive MBA Program.
In connection with the appointment of Mr. Scher, the Company notified Brian Ragsdale that his contract with the Company would not be renewed and would terminate effective August 11, 2026. Mr. Ragsdale will remain Chief Financial Officer through such time. The Company also entered into an engagement letter with Ocean Ridge, as of June 18, 2026, pursuant to which the Company agreed to compensate Ocean Ridge at a rate of $5,000 per month for Mr. Scher’s service as President and Chief Executive Officer and $7,500 per month for his service as Chairman of the Board and a director. The Company also agreed to pay all reasonable out-of-pocket expenses incurred in connection with the engagement and entered into an indemnification agreement with Mr. Scher.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
Ex.Description
10.1
Ocean Ridge Engagement Agreement, dated June 18, 2026

1

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: June 22, 2026 BY:/S/ BRIAN RAGSDALE
   Brian Ragsdale
   Chief Financial Officer
   


Source: View Original Filing on SEC EDGAR

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