Pacific Oak Strategic Opportunity REIT, Inc. 8-K

What Happened

• On February 24, 2026, Pacific Oak Strategic Opportunity REIT, Inc. (the “Company”)’s board dissolved its audit committee and adopted a modified public‑reporting approach: the Company will no longer file Annual Reports on Form 10‑K or Quarterly Reports on Form 10‑Q, but will continue to file Current Reports on Form 8‑K, including quarterly financial statements of its indirect wholly owned BVI subsidiary prepared under IFRS.
• The same day the Board approved the immediate dismissal of Ernst & Young, LLP as the Company’s independent registered public accounting firm. E&Y’s letter dated March 2, 2026 (filed as Exhibit 16.1) states there were no disagreements or reportable events for the past two fiscal years.
• The Company disclosed that its indirect BVI subsidiary and the former external adviser entered a letter of undertaking in favor of the Trustee for Series B and D bondholders. The Trustee applied on December 26, 2025 to an Israeli court to convene a creditor meeting under Section 321 of the Israeli Insolvency and Economic Rehabilitation Law to consider a proposed Debt Arrangement; on February 4, 2026 the court ordered such a meeting (meeting date not yet set).

Key Details

• Board action date: February 24, 2026 (audit committee dissolved; modified reporting adopted; E&Y dismissed).
• E&Y: dismissal effective immediately; no adverse or qualified opinions in the past two years; E&Y provided a letter dated March 2, 2026.
• Israeli creditor process: Trustee filed for a Section 321 creditor meeting on Dec 26, 2025; Tel Aviv–Jaffa District Court ordered a meeting on Feb 4, 2026 (date to be set).
• Corporate governance/cost steps: Board will not seek stockholder approval of a liquidation plan now; independent directors waived accrued and future director fees; Company will not provide an updated estimated NAV per share.

Why It Matters

• Reduced U.S. disclosure: Stopping Form 10‑K and 10‑Q filings means less frequent, less detailed U.S. GAAP reporting; investors will need to rely on Form 8‑Ks and the BVI’s IFRS quarterly financials for updates.
• Restructuring risk and funding uncertainty: The BVI creditor process and the Company’s stated dependence on BVI funding signal ongoing debt‑restructuring activity and uncertain cash flows, which could materially affect operations and asset recoveries.
• Governance and oversight changes: Dissolution of the audit committee and dismissal of the auditor, even with no reported disagreements, are significant governance developments investors should monitor.
• What to watch next: future 8‑Ks for details of the Debt Arrangement, the scheduled creditor meeting, any filings about liquidation or asset dispositions, and any new auditor or audit‑committee arrangements.