Silver Star Properties REIT: SEC Revoked Its Registration on October 15, 2026 — What Holders Still Own

What the SEC order says

The order is three pages. It was issued by the Commission itself, not by a judge after a hearing, because the company asked for it: “In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the “Offer”) which the Commission has determined to accept.” The company consented to the findings “without admitting the findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these proceedings.”

Two details are easy to miss. The order says nothing about the Chapter 11 case, the audit, the litigation or the board; it is purely about missing reports. And it says nothing about what happens to the company’s other duties, such as any obligation tied to its older registered offerings (see the Section 15(d) question below).

Which reports were missing

The SEC order does not list them. The company did, in its own late-filing notices. On November 14, 2025 it told the SEC it had not filed the Form 10-K for 2023, the three Forms 10-Q for 2024, the Form 10-K for 2024 and the Form 10-Q for the first quarter of 2025. Nothing was filed after that.

That is 11 reports due before the order and not filed (3 annual and 8 quarterly, our arithmetic from the filing index). The September 30, 2026 quarter is not yet due. The notices stopped after November 2025: EDGAR shows eight late-filing notices from March 2024 to November 2025 and none in 2026, the year the company filed Chapter 11.

What revocation means for a holder

Do I still own my shares? The order revokes the registration of the securities. It does not cancel, convert or void a share, and it does not say anything about holders’ rights. Ownership is a matter of Maryland law, the company’s charter and the Chapter 11 case. That case is where the real risk sits: the company’s June 2026 press release says that “under Chapter 11, creditors have priority over equity.”

Can I sell? The statute quoted in the order is blunt: “No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked.” In a 2024 opinion the Commission described the effect: “revocation of registration pursuant to Section 12(j) imposes important trading restrictions that do not arise when registration is terminated through the filing of a Form 15.” In practice that means the broker route for a stock quoted as SLVSQ is closed. Whether a private transfer is possible, at what price and with what paperwork, is a question for counsel and the company’s transfer agent; this page does not recommend selling or holding.

Is there a redemption or tender offer? No. The 2022 annual report says “our share redemption program has been indefinitely suspended,” effective July 8, 2022, together with distributions. EDGAR shows no tender offer filed by the company for its own shares in 2023-2026; the only tender-offer forms on the file are a third-party offer in 2019-2020. Our guide to non-traded REIT tender offers explains why that route normally matters, and why it is closed here.

Will I still get information? This is the real change. With registration revoked, the Section 13(a) duty to file 10-Ks, 10-Qs and most 8-Ks no longer attaches to the registered securities. The last financial statements Silver Star filed are for September 30, 2023. The company had about 4,744 holders of record on May 21, 2025 (2025 proxy), and it was already unable to produce audited statements; the order formalises a silence that began in 2023.

What about the tax return? The form of a loss, a sale, a worthless-security claim or an abandoned position, is a tax adviser’s question and depends on facts this page does not have. Our tax-loss guide for illiquid real estate and the year-end tax calendar for non-traded REIT and BDC holders list the general rules and dates.

Why it happened: the audit trail

The finding is about missing reports; the filings show why they are missing. Every thread leads to the audit.

The audit also decided the shareholder vote. In a November 18, 2025 proxy filing the company said the annual meeting “could not be held without an audited financial statement.” EDGAR shows no Item 4.01 8-K for the 2025 resignation or for the new firm; the November late-filing notice is where the company says it happened, without naming either firm. See non-traded REIT quorum failures for how governance fights end up in missing meetings.

What Silver Star last told the SEC

Its last company-signed filing is the Form 8-K of June 8, 2026 (accession 0001437749-26-019764), covering the May 28 petition. It says the parent filing was “made in an abundance of caution”, and lists four guaranteed loans in default with outstanding principal of $24,599,690, $15,530,000, $17,000,000 and $8,100,000 ($65.2 million, our sum). It adds a fifth obligation: a note of about $5.75 million (as reported in the 8-K) on the McKinney storage property whose lender had posted the property for foreclosure on June 2, 2026. The press release attached states approximately $100 million in assets and approximately $75 million in liabilities, a plan for asset sales and a possible “NewCo” holding storage assets and litigation rights, and: “there is significant risk that existing equity may be impaired or cancelled.”

The last value a shareholder was given is $2.01 a share as of June 30, 2024, set by the company’s executive committee on December 18, 2024 on 66,818,497 shares and units. It counted “the reasonable value of recovery in litigation which management has estimated to be $35 million” as an asset. Our Silver Star review walks through the NAV history and the liquidation estimate.

Can Silver Star register again?

The order does not say. In general, a company whose registration was revoked can become an Exchange Act reporting company again only by filing a new registration statement (for common stock, a Form 10), and that filing would need audited financial statements; this is our general understanding, not a statement in the order, and a lawyer should confirm it. What the filings show is the starting point: no Form 10 or other registration statement from Silver Star on EDGAR as of October 16, 2026, no audited statements since 2022 (the 2022 annual report, filed May 26, 2023), and a company in Chapter 11 whose own plan is asset sales and a possible new entity.

There is a second open question. Silver Star sold shares through registered offerings on Form S-11 from 2010 to 2016 and filed a prospectus supplement as late as February 24, 2020. Whether any reporting duty under Section 15(d) survives the Section 12 revocation is not addressed in the order and is one for counsel; we found no filing from the company that answers it. That is why this page offers a topic alert rather than a Silver Star filing alert: the issuer may no longer be required to file.

If you also hold Hartman vREIT XXI

Hartman vREIT XXI, Inc. (CIK 1654948) is a sibling, not a party to the order. In a Form 8-K filed July 1, 2026 its board set an estimated NAV of $8.12 per share as of December 31, 2025. Its table carries 1,258,406 Silver Star shares and units at $2.529 million, valued at Silver Star’s reported $2.01. That is about 3.4% of the $75.064 million of NAV attributable to common stockholders, or about $0.27 of each $8.12 share (our arithmetic). The 8-K says the company “used this reported NAV to value its investment in Silver Star Properties REIT, Inc.” A revocation, a Chapter 11 and a stale $2.01 are the three reasons to read XXI’s next NAV for that line.

What a holder can do with this

1. Read the order itself (SEC Release No. 106667, three pages, link below) and the June 2026 8-K. Neither is long.
2. Follow the Chapter 11 case (N.D. Texas, Case No. 26-42316-mxm11) on PACER or through the notices you receive. That case, not the SEC order, decides what equity receives.
3. Ask your custodian what it shows for the position and whether it still carries a price. A broker barred from transactions may mark or restrict the holding.
4. Keep your records: purchase confirmations, account statements and any notices you received from the company or the court.
5. Get qualified help before acting. Whether to hold, transfer or write down a position, and how to report it, depends on your tax situation and on counsel’s reading of the bankruptcy.

The SEC revoked the registration of every class of Silver Star’s securities effective October 15, 2026; as of October 16 no company filing says what comes next.

FAQ

All figures come from SEC documents read on October 16, 2026: the Commission’s Order Instituting Proceedings under Section 12(j), Release No. 106667 (October 14, 2026, File No. 3-22775; EDGAR accession 9999999997-26-001632); the Commission’s opinion in The Docs, Inc., Release No. 99272 (January 4, 2024); Silver Star’s Form 10-K for 2022, Form 10-Q for September 30, 2023, Forms 8-K of December 4, 2023, January 9 and 19, 2024, August 20, 2024, December 20 and 26, 2024 and June 8, 2026 (with Exhibit 99.1), Forms 12b-25 of March 31, 2025 and November 17, 2025, the 2025 proxy statement and additional proxy material of November 18, 2025, an SEC staff letter of June 23, 2025, and the EDGAR filing index for CIK 1446687; and Hartman vREIT XXI’s Form 8-K filed July 1, 2026 (accession 0001437749-26-022199). The day count, the report count, the loan sum and the NAV shares are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.