---
schema_version: "secwatch.filing_event.v1"
accession: "0001452936-24-000048"
form_type: "8-K"
ticker: null
cik: "0001452936"
company_name: "Pacific Oak Strategic Opportunity REIT, Inc."
filed_at: "2024-04-08T23:59:59+00:00"
generated_at: "2026-06-04T01:20:32.271722+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Pacific Oak terminates $500M private offering; amends advisory and property management agreements

## Summary
- PORT subsidiary terminated private offering of up to $500M common stock and $50M DRP; no shares sold.
- Amended advisory agreement removes provision that would reduce asset management fee if liquidity event not achieved within 2 years.
- Quarterly NAV calculation and performance fee on private offering capital eliminated as immaterial changes.
- Dealer manager agreement with affiliate Pacific Oak Capital Markets terminated effective April 2, 2024.
- Bondholder presentation for BVI subsidiary (Series B/C bonds) furnished, showing AA- rating and Q4 2023 data.

## SEC filing metadata
- accession: 0001452936-24-000048
- form_type: 8-K
- cik: 0001452936
- company_name: Pacific Oak Strategic Opportunity REIT, Inc.
- filed_at: 2024-04-08T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 1.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1452936/000145293624000048/0001452936-24-000048-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1452936/000145293624000048/pacoaksor-20240408.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001452936-24-000048
- JSON: https://secwatch.observer/filing/0001452936-24-000048.json
- Plain text: https://secwatch.observer/filing/0001452936-24-000048.txt

## Key facts
- Material Agreements
  Pacific Oak Strategic Opportunity REIT, Inc. terminated PORT Dealer Manager Agreement with Pacific Oak Capital Markets, LLC valued at Terminated dealer manager agreement for Private Offering (effective 2024-04-02).
  - Action: termination
  - Counterparty: Pacific Oak Capital Markets, LLC
  - Value: Terminated dealer manager agreement for Private Offering
  - Effective: 2024-04-02
  source text: ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT Termination of PORT Dealer Manager Agreement – Exhibit 10.3 PORT previously engaged Pacific Oak Capital Markets, LLC (“POCM”), an affiliate of the Company’s advisor, PORA and DHM Realty, to be the dealer manager for the Private Offering, pursuant to an amended and restated dealer manager agreement effective as of January 13, 2023 (the “PORT Dealer Manager Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1452936/000145293624000048/0001452936-24-000048-index.htm
- Material Agreements
  Pacific Oak Strategic Opportunity REIT, Inc. entered into Amended and Restated PORT Advisory Agreement with Pacific Oak Residential Advisors, LLC valued at Amends asset management fee provision; removes liquidity event trigger for fee reduction; immaterial (effective 2024-04-02).
  - Action: entry
  - Counterparty: Pacific Oak Residential Advisors, LLC
  - Value: Amends asset management fee provision; removes liquidity event trigger for fee reduction; immaterial
  - Effective: 2024-04-02
  source text: PORT Amended and Restated Advisory Agreement – Exhibit 10.1 In connection with the termination of the Private Offering, PORT entered into an amended and restated advisory agreement with Pacific Oak Residential Advisors, LLC (“PORA”) on April 2, 2024, (the “Amended and Restated PORT Advisory Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1452936/000145293624000048/0001452936-24-000048-index.htm
- Material Agreements
  Pacific Oak Strategic Opportunity REIT, Inc. entered into Second Amended and Restated PORT Property Management Agreement with DMH Realty, LLC valued at Makes immaterial changes to reflect PORT will no longer calculate quarterly net asset value (effective 2024-04-02).
  - Action: entry
  - Counterparty: DMH Realty, LLC
  - Value: Makes immaterial changes to reflect PORT will no longer calculate quarterly net asset value
  - Effective: 2024-04-02
  source text: The Second Amended and Restated PORT Property Management Agreements makes immaterial changes to reflect that PORT will no longer be calculating a quarterly net asset value (as it is not necessary without an ongoing offering) .
  evidence_url: https://www.sec.gov/Archives/edgar/data/1452936/000145293624000048/0001452936-24-000048-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.