UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 726, 2025

_________________________________

Strategic Realty Trust, Inc.

(Exact name of Registrant specified in its Charter)

_________________________________


Maryland	000-54376	90-0413866
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1 S Wacker Dr, Suite 3210

Chicago, Illinois, 60606

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (312) 878-4860

(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

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. ☐

Item 21.01. ~~Completion~~Entry ofinto ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets~~Agreement.

On ~~January~~February 1126, ~~2017~~2025, Strategic Realty Trust, Inc. (the “Company”), ~~through~~Strategic ~~its~~Realty ~~wholly~~Operating ~~owned~~Partnership ~~subsidiary,~~L.P. ~~purchased~~(the ~~certain~~“Operating ~~property~~Partnership”), ~~located~~and inSRT ~~the~~Advisor ~~Silverlake~~LLC ~~neighborhood~~(the ~~known~~“Advisor”) asentered ~~the~~into ~~Silverlake~~a ~~Collection in~~Liquidation ~~Los~~Services ~~Angeles,~~Agreement ~~California~~ (the “~~Silverlake~~Liquidation ~~Collection~~Services Agreement”) to facilitate the completion of the winding up of the Company.

OnThe ~~December~~Liquidation ~~20,~~Services ~~2024,~~Agreement terminates the ~~due~~Advisory ~~diligence~~Agreement ~~period~~between ~~expired under~~ the ~~purchase~~ ~~and~~parties ~~sale~~pursuant ~~agreements~~to ~~and~~which ~~escrow instructions for~~ the ~~sale~~Advisor ofprovided ~~the~~advisory ~~Silverlake~~services ~~Collection~~to ~~by and between~~ the ~~property~~Company ~~owning~~in ~~subsidiary~~exchange offor ~~the~~certain ~~Company~~fees and ~~Emerald~~expense ~~Peak Investments, LLC~~reimbursements. ~~The purchaser is unaffiliated with the Company or its advisor.~~

On ~~February~~In 7addition, ~~2025,~~the Liquidation Services Agreement provides that the ~~Company~~Advisor ~~consummated~~will perform certain administrative and related matters in connection with the ~~disposition~~final winding-up of the ~~Silverlake~~Company ~~Collection~~in exchange for ~~approximately~~(i) ~~$12.4 million~~a fee in ~~cash,~~the ~~before~~amount ~~customary~~of ~~closing~~$83,333 and ~~transaction~~(ii) ~~costs~~an ofexpense ~~approximately~~reimbursement amount of $~~1.4~~387,676 ~~million.~~to ~~Upon~~cover ~~disposition~~any and all expenses, whether known or unknown to be incurred on behalf of the Company ~~repaid~~in connection with the ~~outstanding~~complete ~~loan~~wind ~~from~~up ~~PHP~~and ~~Holding~~liquidation of the Company. ~~VI,~~The ~~LLC~~expense inreimbursement amount includes the ~~amount~~cost of ~~$8.7M,~~a ~~including~~six-year ~~accrued~~tail ~~interest~~insurance ~~and~~policy, an estimate for the ~~Silverlake~~costs ~~Collection~~associated ~~was~~with ~~released~~the asremaining ~~security~~liquidation ~~from~~activities, ~~the~~and ~~deed~~a ofcontingency ~~trust~~reserve amount. The ~~sale~~Liquidation ofServices Agreement will terminate upon the ~~Silverlake~~later ~~Collection~~of ~~represented~~(i) the ~~final~~date ~~sale~~the ofAdvisor ~~assets~~completes all services necessary for the complete liquidation and winding up of the Company inand ~~its~~(ii) ~~Plan~~February 26, 2027. Any residual expense reimbursement amount remaining upon termination of the Liquidation ~~that~~Services ~~was~~Agreement ~~approved~~will onbecome ~~August~~the ~~23,~~property ~~2023~~of the Advisor.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 above regarding the termination of the Advisory Agreement is incorporated into this Item 1.02 by reference.

Item 3.03 Material Modification to Rights of Security Holders

On February 27, 2025, the Company filed articles of dissolution (the “Articles of Dissolution”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) pursuant to the Company’s plan of complete liquidation and dissolution (the “Plan of Liquidation”). The Plan of Liquidation was approved by the Company’s board of directors on May 9, 2023, subject to stockholder approval, and was approved by the Company’s stockholders on August 23, 2023. The Articles of Dissolution became effective upon their acceptance for record by the SDAT on February 27, 2025 (the “Effective Date”).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The disclosure set forth above under Item 3.03 with respect to the filing of the Articles of Dissolution is incorporated herein by reference.

Item 8.01. Other Events

~~Articles~~Liquidating ofDistribution ~~Dissolution~~Authorized

Pursuant to the ~~Company’s~~terms ~~plan~~ of ~~complete~~the ~~liquidation~~Plan ~~and~~of ~~dissolution~~Liquidation, ~~approved by~~ the Company’s ~~stockholders~~board onof ~~August~~directors ~~23,~~authorized ~~2023,~~a liquidating distribution in the ~~Company~~amount ~~anticipates~~of ~~filing~~$0.148873824 ~~its~~per ~~articles~~share of ~~dissolution~~common ~~with~~stock to the ~~State~~Company’s ~~Department~~stockholders of ~~Assessments~~record ~~and~~as ~~Taxation~~ of ~~Maryland~~the onclose orof ~~about~~business on February 26, 2025. In(the ~~addition,~~“Liquidating onDistribution”). The ~~February~~Liquidating ~~21,~~Distribution ~~2025~~will ,be ~~the~~funded ~~Company~~from ~~intends~~net toproceeds ~~direct~~from ~~its transfer agent to close~~ the Company’s ~~stock~~liquidation. ~~transfer~~The ~~books~~Company ~~and~~expects atto ~~such~~pay ~~time~~the ~~cease~~Liquidating ~~recording~~Distribution ~~stock~~on ~~transfers~~March ~~except by will~~4, ~~intestate succession or by operation of law~~2025.

The Liquidating Distribution will generally be characterized as a return of capital, to the extent the stockholder has sufficient basis, and will be included in each stockholder’s Form 1099 for the year ending December 31, 2025. Stockholders are advised to consult their tax advisors regarding the tax consequences of the Liquidating Distribution in light of their particular investment or tax circumstances.

~~The~~Following ~~Company has completed~~ the ~~sale~~payment of ~~all of its remaining operating assets and~~ the ~~repayment~~Liquidating inDistribution, ~~full of~~ all ofshares ~~its outstanding indebtedness, and is in the process~~ of ~~completing~~ the ~~payment of its remaining liabilities and other obligations, the winding down of operations and dissolution of the~~ Company’s ~~pursuant~~outstanding tocommon ~~the~~stock ~~plan~~will ofbe ~~complete~~cancelled ~~liquidation~~ and ~~dissolution. The Company can provide~~ no ~~assurances~~longer asdeemed to ~~the~~be ~~ultimate~~outstanding ~~timing of its final liquidating distribution~~ and ~~complete~~all ~~liquidation~~rights ~~and dissolution~~ of the ~~Company;~~holders ~~however,~~thereof ~~based~~as onstockholders ~~the~~will ~~current~~cease ~~status~~and ofterminate. ~~the~~In ~~implementation of the plan of liquidation~~addition, the Company ~~anticipates~~will ~~paying~~file ~~its~~appropriate ~~final~~notification ~~liquidating~~with ~~distribution~~the ~~shortly~~Securities ~~after~~and ~~filing~~Exchange ~~its~~Commission ~~articles of dissolution. Stockholders are advised~~ to ~~review~~fully ~~their~~terminate ~~account~~its ~~information~~obligations ~~for~~under ~~accuracy~~the inU.S. ~~advance~~securities ~~of such payment~~laws.

~~Cautionary~~Company ~~Note~~Information ~~Regarding~~on ~~Forward-Looking~~Liquidating ~~Statements~~Distribution

~~The~~As ~~foregoing~~discussed ~~includes~~in ~~forward-looking statements within~~ the ~~meaning~~proxy ofstatement ~~the~~pursuant ~~Federal~~to ~~Private~~which ~~Securities~~stockholder ~~Litigation~~approval ~~Reform~~for ~~Act of 1995. The Company intends that such forward-looking statements be subject to~~ the ~~safe~~Plan ~~harbors~~of ~~created~~Liquidation bywas ~~Section~~solicited, ~~21E of~~ the ~~Securities~~range ~~Exchange Act~~ of ~~1934,~~estimated asliquidating ~~amended.~~distributions ~~These~~per ~~statements~~share ~~include~~was ~~statements~~based ~~regarding~~upon ~~the~~market, ~~intent~~economic, ~~belief~~financial orand ~~current~~other ~~expectations~~circumstances ~~of the Company~~ and ~~members~~conditions ofexisting ~~its management team,~~ as ~~well~~of as the ~~assumptions~~date onof ~~which~~the ~~such~~proxy ~~statements are based~~statement, and ~~generally~~no ~~are~~assurances ~~identified~~were byprovided ~~the use of words such~~ as ~~“may,”~~to ~~“will,”~~the ~~“seeks,”~~ultimate ~~“anticipates,”~~amount ~~“believes,”~~of ~~“estimates,”~~liquidating ~~“expects,”~~distributions ~~“plans,” “intends,” “should” or similar expressions. Readers are cautioned not~~ to ~~place~~be ~~undue reliance on these forward-looking statements~~received. Unfortunately, ~~which~~the ~~speak~~challenges ~~only~~affecting ~~as of~~ the ~~date they are made~~U.S. ~~The~~commercial ~~Company~~real ~~undertakes~~estate noindustry ~~obligation to update or revise forward-looking statements to reflect changed assumptions~~generally, ~~the~~in ~~occurrence~~particular ofwith ~~unanticipated~~respect ~~events or changes~~ to ~~future~~persistent ~~operating~~inflation ~~results~~and ~~over~~increased ~~time~~interest rates, ~~unless~~as ~~required~~well byas ~~law.~~circumstances ~~Such~~specific ~~statements are subject~~ to ~~known~~the ~~and~~Company’s ~~unknown~~portfolio, ~~risks~~adversely ~~and~~impacted ~~uncertainties~~the ~~which~~ultimate ~~could~~amount ~~cause~~of ~~actual~~liquidating ~~results~~distributions to ~~differ~~be ~~materially~~received ~~from those contemplated~~ by ~~such~~our ~~forward-looking statements~~stockholders. The ~~Company~~following ~~makes~~are nosome ~~representation~~of orthe ~~warranty~~factors ~~(express~~that orcaused ~~implied)~~our ~~about~~liquidating ~~the~~distributions ~~accuracy~~to ofbe ~~any~~less ~~such~~than ~~forward-looking~~the ~~statements.~~amount ~~These~~estimated ~~statements~~as ~~are~~well ~~based~~as on a ~~number~~discussion of ~~assumptions~~the ~~involving~~overall decline in the ~~judgment~~value of ~~management~~the Company’s portfolio.

~~There~~Beginning ~~are~~in ~~many~~early ~~factors~~2022, ~~that~~inflation ~~may~~in ~~affect~~ the ~~timing~~United ofStates ~~liquidating~~accelerated ~~distributions~~and, ~~the~~while ~~Company~~moderating ~~will~~compared ~~ultimately~~to ~~pay~~year-over-year toincreases ~~its~~in ~~stockholders~~2021 ~~including~~and 2022, ~~among~~continued at a relatively elevated level throughout 2023 and in early 2024. To combat inflation, the Federal Reserve raised interest rates more quickly than any other ~~factors~~rate cycle in recent history. The increases in interest rates resulted in higher debt service costs, ~~unanticipated~~which ~~events~~impacted ~~that~~the ~~may~~lending ~~cause~~activity ~~purchasers~~in ofthe debt markets and also impacted the ~~Company’s~~market for buyers to purchase properties due to ~~make~~rising acapitalization ~~claim~~rates ~~against~~during the ~~Company~~period we were marketing our properties for sale. As ~~There~~discussed ~~are~~in nothe ~~guarantees~~proxy ~~that~~statement, the ~~Company~~weakness ~~will~~in bethe ~~able~~real toestate ~~successfully~~capital ~~complete~~markets due to the ~~implementation~~combination of ~~its~~rising ~~plan~~interest rates, significant inflation, and the economic slowdown, along with a lack of ~~complete~~transaction ~~liquidation~~volume for U.S. commercial properties, caused valuations for U.S. commercial properties to fluctuate and ~~dissolution~~increased uncertainty of valuations in the market. Ultimately, the sales price of our properties decreased significantly relative to our estimates .

~~Forward-looking~~In ~~statements~~addition, ~~also~~at ~~depend~~the onend of 2023 one of the ~~risks~~Company’s ~~identified~~largest intenants instopped ~~Part~~paying I,rent ~~Item~~to 1Aus ofand ~~the~~we ~~Company’s~~were ~~Annual~~unable ~~Report~~to onmeet ~~Form~~the ~~10-K~~financial ~~for~~covenants required to extend the ~~year~~term ~~ended~~of ~~December~~our ~~31,~~outstanding ~~2023~~debt obligation, ~~filed~~which ~~with~~was ~~the~~secured ~~SEC~~by our six remaining operating properties. As a result, on ~~March~~January 299, 2024, we were in maturity default on our outstanding loan. This unanticipated tenant default and resultant inability to extend the term of our loan through January 2025 resulted in significant default interest costs while simultaneously reducing cash flow to the Company from rent. In addition, the significant lease default reduced the cash flow generated from the property and thereby reduced the resale value of the property relative to our estimated value.

Throughout the end of 2023 and through the sale of the Silverlake Collection on February 7 2025, the Company experienced a delinquency from its largest tenant that resulted in the Company not meeting its extension option for its loan, which resulted in significant interest and default interest costs to the Company, while simultaneously reducing cash flow from rent. In addition, the Company had significant general and administrative costs due to its requirement to file with the SEC and as a Non-Traded Public REIT.

Further, prior to the implementation of the Plan of Liquidation, the Company’s net asset value per share had decreased from the onset of COVID-19 in 2020. With a limited real estate portfolio of urban retail properties concentrated in California, and San Francisco in particular, downturns in California geographic markets had a more significant adverse impact on the net asset value of the Company than if the Company had invested in a more diversified investment portfolio. In particular, California instituted some of the most stringent mitigation policies in response to the COVID-19 pandemic and the majority of the Company’s tenants were required to close their stores at one point during the pandemic and/or operate with significant restrictions. In addition, the Company’s operations were impacted by the particularly tenant-friendly government mandates adopted by the City of San Francisco that limited landlords’ ability to evict tenants and collect rent. The COVID-19 pandemic negatively impacted the Company’s financial condition and results of operations, including but not limited to, tenant defaults and delinquencies leading to declines in real estate rental revenues, lease restructures, reductions in retail property values and delays in construction and leasing activity, from which the portfolio did not fully recover. In particular, the Company had invested in two development projects, 3032 Wilshire and Sunset & Gardner, which suffered from derailed leasing momentum as a result of the pandemic and accounted for a majority of the Company’s net losses during 2020, 2021 and 2022 when the projects were sold.

As discussed in the proxy statement, from inception, the Company has paid distributions, including a special distribution in November 2015 in cash and common stock, of $29,106,639. Based solely on the 10,957,289 fully diluted shares currently outstanding and the total amount of distributions paid by the Company since inception, distributions per share since inception would equal $2.66. As the Company has issued and redeemed shares over the course of its life cycle this distribution per share since inception number is not representative of distributions received by any one stockholder. In addition, it does not take into account amounts reinvested or paid for the redemption of common stock. Stockholders who purchased shares earlier in the offering would have received more than this amount and stockholders who purchased shares later in the offering would have received less than this amount.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information.

The pro forma financial information of the Company as adjusted to give effect to the sale of the Silverlake Collection is presented in the unaudited pro forma condensed consolidated financial statements filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits

99Ex.~~1 Unaudited Pro Forma Condensed Consolidated Financial Statements~~ Description

3.1. Articles of Dissolution

104 Cover Page Interactive Data File (embedded within the Inline XBRL document

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.

STRATEGIC REALTY TRUST, INC.

Dated: February 13, 2025

By:

/s/ Ryan Hess

Dated: February 28, 2025

By:

/s/ Ryan Hess

Ryan Hess

Chief Financial Officer

Filing Compare · Strategic Realty Trust, Inc.