UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May 22~~June 17, 2024

KBS GROWTH & INCOME REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)


Maryland	000-56050	47-2778257

(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

800 Newport Center Drive, Suite 700

Newport Beach, California 92660

(Address of principal executive offices)

Registrant’s telephone number, including area code: (949) 417-6500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered

None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

~~The~~Purchase ~~information~~and inSale ~~this~~Agreement ~~Report~~for ~~set~~Sale ~~forth~~of ~~under~~The ~~Item~~Offices ~~2.03~~at ~~regarding~~Greenhouse ~~the Modified Term Loan is incorporated herein by reference.~~

~~ITEM 1~~On November 14, 2016, KBS Growth & Income REIT, Inc.02 ~~TERMINATION~~(the OF“Company”), through an indirect wholly owned subsidiary (the “Owner”), acquired a five-story Class A ~~MATERIAL~~office ~~DEFINITIVE~~building ~~AGREEMENT~~containing 203,284 rentable square feet located on approximately 4.6 acres of land in Houston Texas (“The Offices at Greenhouse”).

~~Termination~~On ofJune 17, ~~Purchase~~2024, the Owner entered into an option and purchase and sale agreement and escrow instructions (the “Sale Agreement”) for ~~Sale~~the sale of The Offices at Greenhouse to Capital Commercial Investments, Inc. (the “Purchaser”). The Purchaser is unaffiliated with the Company or its advisor. Pursuant to the Sale Agreement, the sale price for The Offices at Greenhouse is $17.6 million, subject to prorations and closing credits as provided in the Sale Agreement.

AsThe ~~previously~~closing ~~disclosed~~is inexpected ato ~~Current~~occur ~~Report~~no onlater ~~Form~~than July 8-K, ~~filed~~2024; ~~with~~however the ~~Securities~~Purchaser ~~and~~has ~~Exchange~~a ~~Commission on April 12, 2024 (the “Prior 8~~one-~~K”),~~time ~~KBS~~option ~~Growth &~~to ~~Income~~extend ~~REIT, Inc. (~~the ~~“Company”),~~closing ~~through~~ an ~~indirect~~additional ~~wholly~~fifteen ~~owned~~days ~~subsidiary~~by ~~(the~~paying ~~“Owner”),~~a ~~entered~~$1.0 million ~~into~~closing aextension ~~purchase~~fee. ~~and~~There ~~sale~~can ~~agreement~~be ~~and~~no ~~escrow~~assurance ~~instructions~~that (the ~~“Sale~~Company ~~Agreement”)~~will ~~for~~complete the sale of The Offices at Greenhouse. toThe ~~Red~~Purchaser ~~River~~would ~~Asset~~be ~~Management,~~obligated ~~LLC~~to ~~(the~~purchase ~~“Purchaser”).~~ The Offices at Greenhouse isonly aafter ~~five-story~~satisfaction ~~Class A~~of ~~office~~agreed ~~building~~upon ~~containing~~closing ~~203,284~~conditions. ~~rentable~~In ~~square~~some ~~feet~~circumstances, ~~located~~if onthe ~~approximately~~Purchaser ~~4.6~~fails ~~acres~~to ofcomplete ~~land~~the inacquisition, ~~Houston~~it ~~Texas~~may ~~originally~~forfeit ~~acquired~~up byto ~~the Company on November~~$3.0 ~~14, 2016~~million.

On May 22, 2024, the Purchaser defaulted on its obligation to purchase the Offices at Greenhouse when it failed remit the balance of the purchase price required for closing. Accordingly, the Sale Agreement was terminated. As a result, the Purchaser forfeited approximately $0.8 million of earnest money deposited in connection with the sale.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

Modified Term Loan

On May 31, 2024, the Owner, as borrower under the Modified Term Loan, which is secured by the Offices at Greenhouse, entered into a fifth modification agreement (the “Fifth Modification Agreement”) with JP Morgan Chase Bank, N.A. (the “Lender”). The Fifth Modification Agreement (i) extends the maturity date of the Modified Term Loan to August 31, 2024, (ii) confirms that the discounted payoff agreement, as described in the Prior 8-K, is terminated on its terms as the sale of the Offices at Greenhouse failed to close by May 31, 2024, and (iii) the earnest money received by the Owner following the termination of the Sale Agreement shall be remitted to the Lender, less certain costs and expenses incurred by the Owner.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KBS GROWTH & INCOME REIT, INC.

Dated: June 4, 2024

/s/ Jeffrey K. Waldvogel

Dated: June 24, 2024

/s/ Jeffrey K. Waldvogel

Jeffrey K. Waldvogel

Chief Financial Officer, Treasurer and Secretary

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