Pacific Oak Strategic Opportunity REIT, Inc. 8-K

What Happened
Pacific Oak Strategic Opportunity REIT, Inc. (PCOK) filed an 8‑K on January 23, 2026 reporting that its independent directors’ Special Committee unanimously agreed on January 12, 2026 to pursue a plan of liquidation (subject to Board and stockholder approval). The Company entered into a BVI Agreement with its subsidiary Pacific Oak SOR (BVI) Holdings, Ltd. (BVI) that (a) shifts asset and management services for BVI assets to Westdale Asset Management, Ltd. and R2 Advisors, LLC (R2), (b) terminates the Company’s advisory agreement with Pacific Oak Capital Advisors, LLC (POCA) effective January 31, 2026, and (c) contemplates up to $905,000 of short‑term funding from the BVI to the Company over the next three months (if BVI cash is available). The filing also reports executive changes: Brian Ragsdale was appointed President, CEO and CFO effective January 23, 2026; Peter McMillan and Keith D. Hall were removed from their officer roles and asked to resign from the Board.

Key Details

• Special Committee decision to pursue liquidation made January 12, 2026; BVI Agreement signed January 23, 2026.
• BVI will provide up to $905,000 in funding over the next three months, subject to BVI cash availability.
• Westdale Agreement (entered Jan 22, 2026): asset management fees = greater of 2.0% of gross property income or $10,000 per property per month; $10,000/month for the Opportunity Zone fund; disposition fee = 0.25% of sales price. Initial term one year to Jan 22, 2027.
• R2 agreements: BVI to pay R2 a base $80,895/month plus installment payments ($50,000 Feb 1, 2026; $100,000 Apr 1, 2026; $150,000 on May 1, Aug 1, Nov 1, 2026 and Jan 1, 2027) and up to $12,500/month reimbursables. Company to pay R2 $15,000/month for six months starting Feb 1, 2026; $575/hour for out‑of‑scope work. R2 is majority‑owned by Ryan Schluttenhofer, the Company’s Chief Accounting Officer.
• Company terminated its Advisory Agreement with POCA effective Jan 31, 2026 and expects a minimum six‑week transition period. Brian Ragsdale’s executive services agreement covers service through the Form 10‑Q for quarter ending Mar 31, 2026 for total compensation of $60,000.

Why It Matters

• The Special Committee’s decision to pursue liquidation is a material strategic shift that, if approved, would fundamentally change the Company’s business and could affect shareholder value.
• The short‑term funding commitment (up to $905,000) and new management/servicing arrangements are intended to support working capital, compliance and pursuit of a liquidation plan, but the funding is contingent on the BVI’s cash availability.
• Termination of the existing advisory relationship with POCA and appointment of an interim CEO/CFO (Brian Ragsdale) centralizes executive duties and installs new service providers (Westdale, R2), creating new fee obligations and transition risk.
• Investors should note these are governance, funding and operational changes—no new earnings or revenue figures were reported in this filing; any further material developments (bond restructuring, shareholder votes, liquidation plan details) will be reportable in future filings.