Hartman vREIT XXI Late 10-K: Going Concern, $27M Loss in 2023

What was filed on November 3, 2026, and what is still missing

The filing is one 10-K for two fiscal years. Its explanatory note says the company “did not timely file” the annual reports for 2023 and 2024 or the 10-Qs inside those years, blames “accounting, audit, and internal control matters”, and says the report is filed “to satisfy the Company’s delinquent reporting obligations under Section 13(a)”. The audit report is by M&K CPAS, PLLC, dated October 29, 2026. The cover page ticks “No” to having filed all required reports in the past twelve months.

Counting from the Form 10-K deadline (the instruction gives “90 days after the end of the fiscal year” for filers that are not accelerated), here is where each report stands:

Sources: EDGAR filing list for CIK 1654948 read on November 3, 2026; Form 10-K and Form 10-Q instructions; the cover page and explanatory note of the 10-K. The last Form 10-Q on EDGAR was filed November 14, 2022, for the quarter ended September 30, 2022. Deadlines are moved to the next business day when they fall on a weekend.

The 10-K does not say when the 2025 annual report will be filed. The company’s own 8-K of July 1, 2026 said it intends to set a NAV quarterly; we found no later NAV filing. The other filings since August 22, 2025 are a 10-K/A on August 28, 2025 and three 8-Ks (the loan extension on September 12, 2025, the auditor change on October 2, 2025, the NAV on July 1, 2026).

The cover also shows the company is not registered under Section 12(g) (“None”) and reports under Section 13 or 15(d). Silver Star, by contrast, had its Section 12 registration revoked on October 15, 2026 for missing reports (SEC Release No. 106667). What the SEC could do about a 15(d) filer that stays behind is a legal question the 10-K does not address; our page on Silver Star’s SEC revocation covers that order.

Three years in numbers

The statements are in thousands. The 2022 column is comparative only: the 10-K says it “has not been re-audited, restated, or amended”.

Source: consolidated statements of operations and balance sheets and the cash-flow and FFO discussion in the 10-K filed November 3, 2026 (accession 0001437749-26-034478).

Two readings follow. First, 2024’s profit is the sale, not operations: without the $5,560 thousand gain, net income would have been a loss of $3,517 thousand, and the 10-K shows a net loss from operations of $2,702 thousand and FFO of negative $538 thousand (our arithmetic for the first figure). Second, the company is paying more interest than its property cash flow comfortably covers: interest expense was $4,180 thousand in 2024 against $2,480 thousand of operating cash, although part of the reported interest income is accrued and not received (see the next section).

Occupancy fell as well. The 10-K’s property tables show the portfolio 88% leased at December 31, 2023 (899,667 square feet, including Richardson Tech Center, sold August 23, 2024 for $10,261,000 after a March 2018 purchase at $5,040,000) and 81% at December 31, 2024 (859,024 square feet). Annualized base rent fell from $11,909 thousand to $11,059 thousand.

Source: property tables in Item 1 of the 10-K filed November 3, 2026.

The Silver Star notes: reserved in full, yet the company expects payment

The balance sheet carries a note receivable from related parties of $20,711 thousand at December 31, 2023 and 2024 (it was $22,543 thousand at December 31, 2022, with no allowance). The note disclosures break that into three pieces: $15,336 thousand outstanding on Silver Star’s unsecured note and advances (a $10,000,000 note of November 1, 2019 at 10%, plus $7,168,000 of 2022 advances, less $1,832,000 of principal repaid in 2023), and two notes of $1,547 thousand and $3,828 thousand owed through Hartman Retail III Holdings LLC and Hartman Ashford Bayou LLC. Those three add to $20,711 thousand (our arithmetic).

Source: consolidated balance sheets, 10-K filed November 3, 2026. The net line adds the notes, the accrued interest and the first allowance line.

The accounting and the company’s stated view point in different directions, and the 10-K says so in the same paragraph. It records a provision of $15,336 thousand on principal and $2,852 thousand on interest in 2023, and a further $1,534 thousand on interest in 2024. It also says it “firmly believes in the enforceability of its contractual rights” and “expects it to be paid in full”. The allowance, it says, “represents an accounting estimate and does not constitute a legal determination”, and “should not be interpreted as an indication that the Company has relinquished, compromised, or impaired its legal rights or claims.” It keeps recognizing the interest as income and reserving it.

Three smaller points a careful reader will want:

• The 2023 provision is stated two ways. One paragraph gives the 2023 provisions as $21.557 million, another as $20.159 million (the sum of $15.336 million, $2.852 million and $1.971 million). The statement of operations uses $20,159 thousand.
• The derivative suit describes the loans differently across filings. The shareholder suit filed January 31, 2025, in which the company is a nominal defendant, says the former board should not have authorized unsecured loans to Silver Star of $17,187,000 in the 10-K for 2022 and $15,336,000 in this 10-K.
• The 10-K says nothing of the bankruptcy. A text search of the filing finds no mention of Chapter 11 or of the SEC revocation. Silver Star filed Chapter 11 on May 28, 2026 (Case No. 26-42316-mxm11, Northern District of Texas), its exclusivity period to file a plan expired on September 25, 2026, and on October 12, 2026 Hartman vREIT XXI and another creditor-shareholder filed a proposed plan of liquidation and disclosure statement. That is a proponents’ proposal, not a confirmed plan. For Silver Star’s side, see our Silver Star Properties REIT review and the overview of the Hartman REITs.

Going concern: what the covenant actually says

The conclusion appears in the management discussion, in Note 2 and in the auditor’s report: “substantial doubt regarding the Company’s ability to continue as a going concern within one year of the issuance date”, “due to uncertainty about the ability to meet certain loan covenant requirements of the Master Credit Facility with East West Bank.” The auditor’s paragraph says the company “has been unable to meet certain loan covenant requirements”.

The facility’s history, from the 10-K and the September 2025 8-K:

Sources: 10-K filed November 3, 2026 (Notes 8 and 13); Form 8-K of September 12, 2025 (accession 0001654948-25-000024).

The doubt is therefore not a surprise of November 2026. The 10-K for 2022, filed August 22, 2025, already had the same management conclusion and an auditor paragraph from the previous auditor, Weaver and Tidwell. What the new 10-K adds is two more years of numbers under that warning, a smaller cushion (cash of $278 thousand and restricted cash of $1,339 thousand at December 31, 2024), and falling occupancy. The 10-K also says the loan maturing after July 2027 is a risk factor for the company: it lists “our ability to refinance or extend indebtedness maturing after July 2027” among its forward-looking factors. A second loan, $4,500,000 secured by 3100 Weslayan Street in Houston, was refinanced on September 20, 2024, matures July 31, 2027 and carried a 12% rate in 2024.

The controls picture is the same one that preceded it. Management concluded that disclosure controls “were not effective due to the existence of certain material weaknesses”, including controls over related-party transactions. The weaknesses described for 2022 in the October 2025 auditor 8-K include deficiencies in the policy on loans to affiliates, “including lack of required Board approval”. The 10-K gives October 14, 2024 as the date the audit committee engaged M&K, while the 8-K says the previous auditor gave notice on September 23, 2025; we could not reconcile the two dates. One person signs the 10-K as Executive Chairman, CEO and Chief Financial Officer.

NAV versus the books: a $9.83 estimate and $2.95 of equity a share

The 10-K gives the board’s estimated NAV per share as $7.97, $9.78 and $9.83 for December 31 of 2022, 2023 and 2024, and the 10-K says the offering sale prices for those dates were the NAV plus the applicable sales commissions and managing broker dealer fees. The July 1, 2026 8-K added $8.12 for December 31, 2025. Setting those beside the audited equity gives:

Sources: NAV, 10-K filed November 3, 2026 and 8-K of July 1, 2026; book equity is stockholders’ equity ($52,213, $25,268 and $27,311 thousand) divided by 9,268,080 shares at December 31, 2022 and 9,245,987 at the next two dates, our arithmetic from the balance sheet share counts.

These are not the same measure. Book equity is cost less depreciation with the allowances applied; NAV is the board’s estimate using appraised property values. The gap is plausible for a portfolio bought in 2017-2019 and carried at depreciated cost. But two things deserve attention: the NAV rose in 2023, the year the equity halved on the credit-loss provision, and the NAV for December 31, 2024 times 9,245,987 shares is about $90.9 million against $27.3 million of book equity (our arithmetic).

The December 31, 2025 build-up in the 8-K shows where the $8.12 comes from: real estate at an estimated fair value of $93,571 thousand ($10.12 a share), the 2.47% interest in Hartman SPE at $2,100 thousand ($0.23), Silver Star shares at $2,529 thousand ($0.27) and “other assets and liabilities, net” of negative $23,136 thousand (negative $2.50), for $75,064 thousand. The 8-K lists the items in “other assets and liabilities” and does not name the Silver Star notes; whether they are in there at face, at a reserved value or not at all is not stated, so the NAV cannot be tied to the 10-K’s allowance from the documents. Two other points: the Silver Star shares are valued at the $2.01 NAV Silver Star reported on December 20, 2024, and the table of capitalization rates in the 8-K shows a low of 6.0%, a high of 8.5% and a weighted average of 5.5%, an average that, as printed, falls below the low end of the range. The sensitivity line says $7.18 a share if the weighted rate rises 2.5 points and $10.25 if it falls 2.5 points.

What a reader can do with this

This is analysis of public documents, not investment, legal or tax advice. The filing leaves a holder with specific things to check:

• Compare the figure on your statement with the date it refers to. A statement may still show $9.83 (December 31, 2024) or $8.12 (December 31, 2025). Ask your custodian which of the board’s values it is using and when it was loaded.
• Read Notes 2, 9 and 12 of the 10-K, not only the headline. Note 2 has the going-concern text, Note 9 the Silver Star and affiliate notes, Note 12 the litigation. Item 9A lists the control weaknesses.
• Watch the two events that can move the value. One is the Silver Star bankruptcy, where the company is a plan proponent and a creditor; the docket is the primary source. The other is the next East West Bank test of the 1.40 coverage ratio, which the company would have to disclose if it triggers a sweep or a default.
• Do not assume a market. The shares are not listed or quoted, the redemption program is suspended “indefinitely” and distributions have been suspended since December 16, 2022. For how a worthless or lost position is treated for tax, our worthless-stock deduction guide explains the rules in general and does not apply them to this company.
• Expect more filings to catch up. The 10-K for 2025 is overdue and no 10-Q for 2025 or 2026 is on EDGAR; the filing that restores a current set of numbers has not yet been made.

FAQ

Sources, read on EDGAR and in the bankruptcy record on November 3, 2026: Hartman vREIT XXI, Inc. (CIK 1654948) Form 10-K for 2023 and 2024 (0001437749-26-034478); Form 10-K for 2022 (0001654948-25-000019); Forms 8-K of September 12, 2025 (0001654948-25-000024), October 2, 2025 (0001654948-25-000026) and July 1, 2026 (0001437749-26-022199); the EDGAR filing list for the CIK; SEC Form 10-K and Form 10-Q instructions; Silver Star Properties REIT Form 8-K of June 8, 2026 (0001437749-26-019764); SEC Release No. 106667 (October 14, 2026); and the disclosure statement filed October 12, 2026 in Case No. 26-42315-mxm11 (Doc 167). The days-late counts, the unreserved balance, the percentages of change, the book value per share and the NAV total are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.