Business Description

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. Pacific Oak Capital Advisors, LLC, an affiliate of ours, is our advisor and manages our day-to-day operations of 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. On January 8, 2009, we filed a registration statement on Form S-11 with the Securities and Exchange Commission (the “SEC”) to offer a minimum of 250,000 shares and a maximum of 140,000,000 shares of common stock for sale to the public, of which 100,000,000 shares were registered in our primary offering and 40,000,000 shares were registered under our dividend reinvestment plan. We sold 56,584,976 shares of common stock in the primary offering for gross offering proceeds of $561.7 million and ceased offering shares of common stock in our primary offering on November 14, 2012. On October 5, 2020, Pacific Oak Strategic Opportunity REIT II (“POSOR II”) merged with an indirect subsidiary of ours (the “Merger”). At the effective time of the Merger, each issued and outstanding share of POSOR II’s common stock converted into 0.9643 shares of our common stock or 28,973,906 shares. As of March 28, 2023, we indefinitely suspended offering shares of common stock under the dividend reinvestment plan to minimize administrative costs. On July 16, 2024, our board of directors indefinitely suspended our share redemption program, effective July 30, 2024 due to our liquidity position. As of December 31, 2024, we had redeemed 28,932,545 of the shares sold in our offering for $333.4 million and had issued 36,398,447 shares of common stock in connection with special dividends. Objectives and Strategies Our investment objectives aim to enhance shareholder value and provide consistent returns by increasing our income through rentals, redevelopment, and realizing growth across our portfolio. Additionally, we seek to strengthen our liquidity through timely transactions that maximize value, safeguarding the capital contributions of our stockholders. We have sought to achieve these objectives by investing in and managing a portfolio of opportunistic real estate, real estate equity securities, and other real estate-related investments. Our primary real estate strategies are: • monetizing land sites available for future development; • deriving rental revenue from tenants and stabilizing existing assets by leasing vacant space; • optimizing returns from strategic dispositions; • maintaining favorable leasing terms for our residential portfolio; and • stabilizing dynamically located co-investment ventures by completing the build-out and leasing. In pursuit of these strategies, we aim to explore ways to enhance the value of our current assets and strive for increased returns on our investments through strategic timing of asset sales to optimize their value. Additionally, we are committed to actively seeking new lending and investment prospects that we anticipate will deliver favorable risk-adjusted returns for our shareholders. We own a significant amount of office properties. As of September 30, 2024, approximately 49.6% of the value of our property portfolio consisted of office properties. The office environment remains challenged, with cap rates and discount rates elevated relative to the low-rate environment from 2008 to 2022.…