What Happened to Strategic Realty Trust? Dissolved February 27, 2025; $0.1489 a Share Authorized

What the filings say, in order

Strategic Realty Trust, Inc. was formed in Maryland in 2008 and renamed from TNP Strategic Retail Trust, Inc. in August 2013. It raised $104.7 million in gross primary offering proceeds through 10,688,940 shares between August 7, 2009 and February 7, 2013, plus $3.6 million through its distribution reinvestment plan, according to its 10-K for 2023. Its share redemption program was suspended again in April 2020 and, once the plan of liquidation was approved, the company said it did not expect to redeem any shares under it. The only liquidity left for holders was to be liquidating distributions.

The sequence below is built only from the company's own filings. Every row is in the CSV with its accession number.

The gap between $1.11 and $0.1489

A holder who read the 2023 proxy was told to expect between $1.11 and $1.42 a share. The company's quarterly net-asset figures show the number sliding: net assets in liquidation were $5,257 thousand at September 30, 2023 and $4,127 thousand at September 30, 2024, and the real estate liquidation value dropped from $26.3 million at December 31, 2023 to $13.0 million at September 30, 2024 after the San Francisco sale.

The estimate at September 30, 2024 implies about $4.1 million for 10,752,966 shares, and the distribution authorized five months later implies about $1.6 million (both our arithmetic). The 8-K of February 28, 2025 does not publish a new net-asset statement, so the filings do not show line by line where the difference went. What the company said is that the sale prices “decreased significantly relative to our estimates”, that its largest tenant stopped paying rent at the end of 2023, that the loan could not be extended and therefore ran at a default rate of 5% above the normal rate, and that it had “significant general and administrative costs” from being an SEC-reporting non-traded REIT. A Liquidation Services Agreement with the advisor on February 26, 2025 carried a fee of $83,333 and an expense reimbursement of $387,676, which includes a six-year tail insurance policy and a contingency reserve; any unspent reimbursement becomes the advisor's property.

The company also gave a cumulative number: distributions paid since inception, including a November 2015 special distribution, total $29,106,639, or $2.66 per fully diluted share. It adds that the figure is not representative of any one stockholder, since earlier buyers received more and later buyers less.

What a Form 15 does, and what it does not

A Form 15 tells the SEC that a company is no longer required to file periodic reports. It does not by itself say why. Here the company checked Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i), gave its address as 1 S Wacker Dr, Suite 3210, Chicago, and its phone as (312) 878-4860, and entered “None” as the approximate number of holders of record. That entry is consistent with the February 28, 2025 8-K, which said that after the liquidating distribution all shares would be cancelled and the company would notify the SEC to terminate its reporting obligations. The Form 15 is the reason you cannot find new 10-Qs: after March 28, 2025 there is nothing left to file.

What is not known after March 2025

• Whether the March 4, 2025 payment reached every account. The 8-K says the company “expects to pay” it on that date. We found no later filing, because none is required, and the Form 15 does not mention it.
• The share count at February 26, 2025. The last count in a periodic report is 10,752,966 shares (September 30, 2024), so the $1.6 million total above is an estimate.
• The final liabilities and the leftover reserve. The Liquidation Services Agreement runs to the later of completion and February 26, 2027.
• The fate of the improved land parcel. The 10-Q for September 30, 2024 lists one retail property and one improved land parcel. The February 7, 2025 8-K calls the Silverlake sale “the final sale of assets” under the plan, and we found no 8-K that reports a separate sale of the parcel.
• Any claim by or against the company after dissolution. The tail insurance suggests the company planned for late claims; no filing describes any.

What a reader can do with this

• If you held the shares: look for the 2025 Form 1099 from the company or your broker. The 8-K says the liquidating distribution will generally be characterized as a return of capital to the extent of the stockholder's basis and included in the Form 1099 for 2025. It also tells stockholders to consult their tax advisers. Our page on tax-loss harvesting for real estate crowdfunding covers how a realized loss is generally reported; whether and when yours was realized depends on your records.
• To ask the company: the only contact in its filings is the Chicago address and (312) 878-4860 on the Form 15 and the 8-Ks. The company is dissolved and the contact may no longer be staffed; we have not tested it.
• To check the legal status: the articles of dissolution were filed with the Maryland State Department of Assessments and Taxation and are Exhibit 3.1 to the February 28, 2025 8-K, which you can read on EDGAR under CIK 1446371.
• If the payment never arrived, check the account address your broker or the transfer agent had on file, and your state's unclaimed-property office. This is a general pointer, not something the filings say.
• For comparison, other non-traded vehicles that wound down or are winding down are in our NYRT liquidation page and the Hancock Park plan of sale and dissolution.

This is analysis of public documents, not investment, legal or tax advice.

FAQ

Sources, read on November 10, 2026, all from SEC EDGAR, Strategic Realty Trust, Inc. (CIK 1446371): definitive proxy for the plan of liquidation, May 31, 2023 (0001446371-23-000029); 10-Q for September 30, 2023 (0001446371-23-000047); 10-K for 2023 (0001446371-24-000006); 10-Qs for March 31, June 30 and September 30, 2024 (0001446371-24-000013, -000020, -000035); 8-Ks of January 24, July 25, August 15, August 20, September 4, September 18, October 8 and December 23, 2024 and February 13 and February 28, 2025 (0001446371-24-000002, -000016, -000023, -000025, -000027, -000029, -000031, -000038 and 0001446371-25-000002, -000004); Form 15-12G of March 28, 2025 (0001446371-25-000006). Estimates, percentages and totals marked “our arithmetic” are ours.