UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

FORM 10-K

(Mark One)

☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, ~~2021~~2022

☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ___ to ___

Commission File Number 333-207711

__________

Hartman vREIT XXI, Inc.

(Exact name of registrant as specified in its charter)

Maryland			38-3978914
(State of Organization)			(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
2909 Hillcroft
11211 Katy Freeway
Suite 420
Suite 309
Houston
Texas			~~77057~~77078
(Address of principal executive offices)			(Zip Code)

~~______________~~Registrant’s telephone number, including area code: (713) 400-1000

(713) 467-2222

(Registrant’s telephone number, including area code)

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	None	None

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý ¨ No ¨ý

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ~~Yes~~ ~~ý No ¨~~

~~Indicate~~ Yes ¨ byNo ~~check~~ý mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ý Smaller reporting company ☒ 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

~~Indicate~~If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the ~~registrant~~financial isstatements aof ~~shell~~the ~~company~~registrant ~~(as~~included ~~defined~~ in ~~Rule~~the ~~12b-2~~filing ofreflect the ~~Exchange~~correction ~~Act).~~of ~~Yes~~an ~~☐ No~~error ýto previously issued financial statements. ☐

~~There~~Indicate isby nocheck ~~established~~mark ~~market~~whether ~~for~~any ~~the~~of ~~registrant's~~those ~~shares~~error ofcorrections ~~common~~are ~~stock.~~restatements ~~There~~that ~~were~~required ~~8,917,336~~a ~~shares~~recovery analysis of ~~common~~incentive-based ~~stock held~~compensation received by ~~non-affiliates~~any as of ~~June 30, 2021,~~ the ~~last~~registrant’s ~~business~~executive ~~day~~officers ofduring the ~~registrants~~relevant ~~most~~recovery ~~recently~~period ~~completed~~pursuant ~~second~~to ~~fiscal quarter~~§240.10D-1(b). ☐

AsIndicate ofby ~~March 15,~~check ~~2022,~~mark ~~there~~whether ~~were~~the ~~9,093,363~~registrant ~~shares~~is ofa ~~the~~shell ~~Registrant's~~company ~~common~~(as ~~shares~~defined ~~issued~~in ~~and~~Rule ~~outstanding~~12b-2 of the Act). Yes ☐ No ý

There is no established market for the registrant’s common equity. As of June 30, 2022, there were 9,167,334 shares of the registrant’s common stock held by non-affiliates and, as of such date, the most recent sales prices known to the registrant were $11.31 per share of Class A common stock, $10.55 per share of Class S common stock, $10.17 per share of Class I common stock, and $10.83 per share of Class T common stock.

As of August 20, 2025 there were 9,245,980 shares of the Registrant's common shares issued and outstanding. The number of shares outstanding of each of the registrant’s classes of common stock were: 8,684,819 shares of Class A common stock; 503,255 shares of Class T common stock; 38,198 shares of Class I common stock; and 19,708 shares of Class S common stock.

HARTMAN vREIT XXI, INC.

Table of Contents

Cautionary Note Regarding Forward-Looking Statements		1
PART I
Item 1.	Business	5
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	3534
Item 2.	Properties	35
Item 3.	Legal Proceedings	36
Item 4.	Mine Safety Disclosures	3637
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3738
Item 6.	~~Selected Financial Data~~Reserved	4139
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4340
Item 7A.	Quantitative and Qualitative Disclosures about Market Risks	5351
Item 8.	Financial Statements and Supplementary Data	5351
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5351
Item 9A.	Controls and Procedures	5352
Item 9B.	Other Information	54
Item 9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections	54
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	55
Item 11.	Executive Compensation	57
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	58
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5960
Item 14.	Principal Accounting Fees and Services	63
PART IV
Item 15.	Exhibits and Financial Statement Schedules	65
Item 16.	Form 10-K Summary	6568
	Index to Consolidated Financial Statements

Cautionary Note Regarding Forward-Looking Statements

As used herein, the terms “the Company” “we,” “us” or “our” refer to Hartman vREIT XXI, Inc. and, as required by context, Hartman vREIT XXI Operating Partnership L.P., which we refer to as our “operating partnership,” and their respective subsidiaries.

Certain statements included in this annual report on Form 10-K (this “Annual Report”) that are not historical facts (including statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions, or forecasts related thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are only predictions. We caution that forward-looking statements are not guarantees. Actual events our investments and results of operations could differ materially from those expressed or implied in any forward-looking statements. Forward-looking statements are typically identified by the use of terms such as “may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology.

The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs which involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Factors that could have a material adverse effect on our operations and future prospects include, but are not limited to:

			●			our ability to raise capital in our ongoing public offering;
			●			the fact that we have a limited operating history and commenced operations on November 14, 2016;
			●			our ability to effectively deploy the proceeds raised in our initial public offering;
			●			our ability to obtain financing on acceptable terms, satisfy our existing debt service obligations and negotiate maturity date extensions or other modifications to the terms of our existing financing arrangements to the extent necessary;
			●			our ability to continue asafter aJuly ~~going~~2027, ~~concern~~the ~~due~~maturity todate of the ~~approaching~~largest ~~maturity~~credit ~~dates~~facility ofon ~~our~~the ~~outstanding loans~~portfolio;
			●			the imposition of federal taxes if we fail to qualify as a REIT in any taxable year or forego an opportunity to ensure REIT status;
			●			uncertainties related to the national economy, the real estate industry in general and in our specific markets;
			●			economic risks due to the uncertainty regarding tariffs that raise costs for businesses can deter new tenants from leasing space in commercial office buildings;
			●			legislative or regulatory changes, including changes to laws governing REITS;
			●			construction costs that may exceed estimates or construction delays;
			●			further increases in interest rates;
			●			availability of credit or significant disruption in the credit markets;
			●			litigation risks;
			●			inflation increase in the United States not captured in expense recoveries by the several tenants paying gross instead of triple net leases;
			●			risks inherent to the real estate business, including tenant defaults, potential liability related to environmental matters and the lack of liquidity of real estate investments;
			●			inability to obtain new tenants upon the expiration of existing leases at our properties;
			●			inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws;
			●			the continuing adverse impact of the novel coronavirus (“COVID-19”) on the U.S. and Texas economies and our financial condition and results of operations;
			●			the potential need to fund tenant improvements or other capital expenditures out of operating cash flow;
			●			conflicts of interest arising out of our relationship with our advisor and its affiliates;
			●			our ability to generate sufficient cash flows to pay distributions to our stockholders;
			●			our ability to retain ~~our executive officers and other~~ key personnel of our advisor and other affiliates of our advisor~~; and~~.
			●			changes to generally accepted accounting principles, or GAAP.

Any of the assumptions underlying the forward-looking statements included herein could be inaccurate, and undue reliance should not be placed upon any forward-looking statements included herein. All forward-looking statements are made as of the date of this Annual Report, and the risk that actual results will differ materially from the expectations expressed herein will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements made after the date of this Annual Report, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this Annual Report, including, without limitation, the risks described under “Risk Factors,” the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Annual Report will be achieved.

RISK FACTOR SUMMARY

We are subject to numerous risks and uncertainties ~~(many of which may be amplified by the COVID-19 pandemic)~~ that could cause our actual results and future events to differ materially from those set forth or contemplated in our forward-looking statements, including those summarized below. The following list of risks and uncertainties is only a summary of some of the most important factors and is not intended to be exhaustive. This risk factor summary should be read together with the more detailed discussion of risks and uncertainties set forth under “Item 1A. Risk Factors” of this Annual Report.

Risks Related to Our Business and Operations

•The COVID-19 pandemic has, and is expected to continue to, adversely affect our financial condition and operating results.

General Investment Risks

•Shares of our common stock are illiquid. No public market currently exists for our shares, and our share redemption program is indefinitely suspended. It will be difficult for our stockholders to sell their shares, and they will likely sell them at a substantial discount if sold.

•IfIn weorder ~~make~~to ~~distributions~~combat ~~from~~the ~~sources~~impact ~~other~~of ~~than~~rising ~~our~~interest ~~cash~~costs, ~~flow~~inflation, ~~from~~recession ~~operations,~~uncertainty weon ~~will~~free ~~have~~cash ~~fewer~~flow, ~~funds~~on ~~available~~November ~~for~~28, 2022, the ~~acquisition~~board of ~~properties,~~directors ~~our~~(the ~~stockholders’~~"Board") ~~overall~~of ~~return~~Hartman ~~may~~vREIT beXXI, ~~reduced~~Inc. ~~and~~ (the ~~value~~“Company”) ofapproved athe ~~share~~suspension of ~~our~~the ~~common~~Company's ~~stock~~share ~~may~~redemption beprogram, ~~diluted~~effective immediately.

•If we domake ~~not~~distributions ~~raise~~from ~~substantial~~sources ~~funds~~other than our cash flow from operations, then we will behave ~~limited~~fewer infunds ~~the~~available ~~number~~for ~~and~~the ~~type~~acquisition of ~~investments~~properties, weour stockholders’ overall return may ~~make,~~be reduced and the value of ~~your~~a ~~investment~~share inof usour ~~will~~common ~~fluctuate~~stock ~~with~~may ~~the~~be ~~performance~~diluted. ofDistributions ~~the~~have ~~specific~~been ~~properties~~suspended wesince ~~acquire~~December 16, 2022.

•~~Any~~We ~~adverse~~have ~~changes~~disclosed inestimated ~~the~~net ~~financial~~asset ~~health~~values (NAVs) per share of our ~~advisor~~common orstock ~~its~~as ~~affiliates~~of orDecember ~~our~~31, ~~relationship~~2022. ~~with~~The ~~them~~NAV ~~could~~per ~~hinder~~share ~~our~~we ~~operating~~disclose ~~performance~~in the future may vary significantly from the value as of December 31, 2022 and may not be an accurate reflection of the ~~return~~fair onvalue of our ~~stockholders’~~assets ~~investment~~and liabilities.

•We have disclosed estimated net asset values (NAVs) per share of our common stock as of December 31, 2021, The NAV per share we disclose in the future may vary significantly from the value as of December 31, 2021 and may not be an accurate reflection of the fair value of our assets and liabilities.

•We pay substantial fees and expenses to our advisor and its affiliates. These fees were not negotiated at arm’s length, may be higher than fees payable to unaffiliated third parties, and may reduce cash available for investment.

•IfOur weinability ~~are unable~~ to obtain funding for future capital needs, ~~cash~~could ~~distributions~~adversely toimpact our ~~stockholders~~ability ~~could~~to bemake ~~reduced~~cash distributions to stockholders and the value of our investments ~~could decline~~.

Risks Related to Conflict of Interest

•Our ~~advisor~~executive ~~and~~officers ~~its~~face ~~affiliates,~~conflicts ~~including~~of ~~all~~interest ofrelated ~~our~~to ~~executive~~their ~~officers,~~positions with our ~~affiliated~~advisor ~~directors~~ and ~~other~~its ~~key~~affiliates. ~~real~~Hartman ~~estate~~Advisors ~~professionals~~II, ~~will~~LLC ~~face~~is ~~conflicts~~the ofadvisor ~~interest~~to ~~caused~~two bysmall ~~their~~non-registered ~~compensation~~alternative ~~arrangements with us~~investments.

•We may compete with affiliates of our sponsor, including Hartman Short Term Income Properties XX, Inc., for opportunities to acquire or sell investments, which may have an adverse impact on our operations.

•Our executive officers and some of our director’s face conflicts of interest related to their positions with our advisor and its affiliates.

Risks Related to Our Organizational Structure

•Maryland law and our organizational documents limit your right to bring claims against our officers and directors.

•Our charter limits the number of shares a person may own, which may discourage a takeover that could otherwise benefit our stockholders.

•Our stockholders have limited control over changes in our policies and operations, which increases the uncertainty and risks faced by our stockholders.

•Although we have opted out of certain anti-takeover provisions of Maryland law, our board of directors could opt into these protections in the future, which may make it more difficult for us to be acquired and may prevent stockholders from receiving a premium price for their stock in connection with a business combination.2

•WeAlthough ~~may~~we ~~become~~have ~~subject~~opted toout of certain ~~other~~ anti-takeover provisions of Maryland law, ~~that~~our ~~would~~board of directors could opt into these protections in the future, which could make it ~~harder~~more difficult for us to be acquired, could prevent stockholders from receiving a premium price for their stock in connection with a business combination, and could make it more difficult for stockholders to change the composition of our board of directors.

Risks Related to Investments in Real Estate

•A decrease in demand for office, retail or industrial space may have a material adverse effect on our financial condition and results of operations. The majority of our assets are class B office assets in suburban submarkets of Houston and San Antonio, Texas. While the post pandemic work from home trend has continued to affect occupancy in commercial office buildings, suburban buildings have been safeguarded against this risk due to employee's demand to have a shortened commute.

•Market trends and other conditions outside of our control could decrease the value of our investments and weaken our operating results.

•The loss or downsizing of a significant tenant in a property could adversely affect our financial condition, results of operations, ability to borrow funds and cash flows.

•We face significant competition, which ~~may~~could decrease the occupancy and rental rates of our properties.

•Properties that have significant vacancies could be difficult to sell, which could diminish the return on your investment.

•~~From~~We ~~time~~are tocurrently ~~time~~involved in legal proceedings, and we may befrom ~~involved~~time into ~~legal~~time ~~proceedings,~~in ~~lawsuits~~the ~~and~~future ~~other~~be ~~claims.~~involved ~~Unfavorable~~in ~~resolution~~legal ofproceedings ~~litigation~~the ~~matters~~outcome ~~and~~of ~~disputes~~which could have a material adverse effect on our financial condition and results of operations.

•Because we rely on our advisor, and its ~~affiliates~~wholly-owned ~~and~~property ~~third-party~~management ~~sub-managers~~company to manage the day-to-day affairs of any properties we may acquire, ~~should~~our ~~the~~operating ~~staff~~results ofwith respect to a particular property ~~perform~~could ~~poorly,~~be ~~our~~hindered ~~operating~~and ~~results~~our ~~for~~net ~~that~~income ~~property~~could ~~will~~be ~~similarly~~reduced beif ~~hindered~~the ~~and~~staff ~~our~~of ~~net~~a ~~income~~particular ~~may~~property beperform ~~reduced~~poorly.

•We may be required to make rent or other concessions and significant capital expenditures to improve our properties in order to retain and attract tenants, which could adversely affect our financial condition, results of operations and cash flow.

Risks Associated with Debt Financing

•Our use of debt will reduce cash available for distributions and may expose us to the risk of default under our debt obligations.

•WeHigh mortgage interest rates may ~~incur~~make ~~mortgage~~it ~~indebtedness~~difficult ~~and~~for ~~other~~us ~~borrowings~~to finance or refinance properties, which ~~increases~~could adversely impact our ~~risk~~net income and the amount of ~~loss~~cash ~~due~~distributions towe ~~foreclosure~~can make. Furthermore, office is seen as an unfavorable asset class in the debt markets, and identifying lenders that will lend on the product type is challenging.

•High mortgage interest rates may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our net income and the amount of cash distributions we can make.

Federal Income Tax Risks

•Failure to qualify as a REIT would adversely affect our operations and our ability to make distributions.

•Compliance with REIT requirements may cause us to forego otherwise attractive opportunities, which may hinder or delay our ability to meet our investment objectives and reduce your overall return.

•Our charter will not permit any person or group to own more than 9.8% of our outstanding common stock or of our outstanding capital stock of all classes or series, and attempts to acquire our common stock or our capital stock of all other classes or series in excess of these 9.8% limits would not be effective without an exemption from these limits by our board of directors.

•You may have current tax liability on distributions you elect to reinvest in our common stock.

•If our operating partnership failed to qualify as a partnership or is not otherwise disregarded for U.S. federal income tax purposes, then we would cease to qualify as a REIT.

•Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

•Stockholders could incur a tax liability in the event that we sell a property and realize a gain but do not make a related distribution to stockholders because the proceeds are needed internally.

Retirement Plan Risks

•IfAn ~~you~~investment ~~fail~~in toour ~~meet~~stock ~~the~~by ~~fiduciary~~plan ~~and~~or ~~other~~account ~~standards~~subject ~~under~~to ERISA orcould subject the ~~Internal~~fiduciary ~~Revenue~~of ~~Code~~that asplan aor ~~result~~account ofto ancertain ~~investment~~standards inthe ~~our~~breach ~~stock,~~of ~~you~~which could beresult ~~subject~~in to criminal and/or civil penalties.

PART I

Item 1. Business

We were formed as a Maryland corporation on September 3, 2015 to acquire, develop and operate a diverse portfolio of value-oriented commercial properties, including office, retail, industrial and warehouse properties, located primarily in Texas. We intend to acquire properties in which there is a significant potential for growth in income and value from re-tenanting, repositioning, redevelopment, and operational enhancements. We believe that real estate, and in particular commercial real estate, provides an excellent investment for those investors looking for diversification, income and wealth preservation and growth in their portfolio. We believe that we have significant experience in acquiring and managing these types of properties, largely through our relationships with REIT Property Management, LLC, which is our ~~sponsor~~Sponsor, and other affiliates.

OnOur ~~June~~charter ~~24,~~authorizes ~~2016,~~the ~~our~~Company ~~registration~~to ~~statement~~issue ~~on Form S-11~~950, ~~registering our initial public offering of up to $269,~~000,000 in shares of ~~our~~capital ~~common~~ stock, ~~was~~of ~~declared~~which ~~effective by the SEC~~270,000,000 ~~and~~are weclassified ~~commenced~~as ~~our~~Class ~~initial~~A ~~public~~common ~~offering. On January 9~~stock, ~~2017,~~par wevalue ~~amended~~$0.01 ~~our~~per ~~charter~~share to (i)“Class ~~designate~~A ~~our~~Shares”), ~~authorized~~280,000,000 ~~shares~~are ofclassified ~~common stock~~ as ~~Class A~~ shares of ~~common stock and~~ Class TI ~~shares of~~ common stock, ~~and~~par ~~(ii)~~value ~~convert~~$0.01 ~~each~~per share of(“Class ~~our~~I ~~common~~Shares”), ~~stock~~280,000,000 ~~outstanding~~are classified as ofshares ~~date~~ of ~~the amendment to our charter into a share of our~~ Class AS common stock~~. On February 6~~, ~~2017,~~par ~~our~~value ~~amended~~$0.01 ~~registration~~per ~~statement~~share on("Class ~~Form~~ S~~-11~~ Shares"), ~~providing for our public offering of up to $269~~70,000,000 inare ~~Class~~classified Aas shares of ~~our common stock and~~ Class T ~~shares of our~~ common stock, ~~was~~par ~~declared~~value ~~effective~~$0.01 byper ~~the~~share ~~SEC~~(“Class ~~and~~T weShares”), ~~commenced~~and ~~offering~~50,000,000 ~~Class~~are Aclassified ~~and~~as ~~Class T~~ shares of ~~our~~preferred ~~common~~ stock without par value.

InOn June 24, 2016, we commenced our initial public offering, in which we offered ~~to the public~~ up to $~~250~~269,000,000 in ~~any~~shares ~~combination~~ of ~~shares~~our ofcommon stock, which at the time was unclassified. On January 9, 2017, we amended our charter to (1) create the Class A Shares and the Class T Shares and (2) convert each share of our common stock ~~and~~outstanding upas toof ~~$19,000,000~~that indate ~~shares~~into ofone Class A ~~and~~Share. On ~~Class~~February T6, ~~common~~2017, ~~stock~~we revised our initial public offering to ~~stockholders~~allow ~~pursuant~~the offer and sale of up to ~~its~~$269,000,000 ~~distribution~~in ~~reinvestment~~Class ~~plan~~A Shares and Class T Shares.

In ~~our~~a follow-on offering, wethat ~~are~~commenced ~~offering~~on toJanuary ~~the~~14, ~~public~~2020, we began offering up to $180,000,000 in any combination of ~~shares of~~ Class A Shares and Class T ~~common~~Shares ~~stock~~to the public and up to $5,000,000 in ~~shares of its~~ Class AShares and Class T ~~common~~Shares ~~stock~~ to stockholders pursuant to ~~its~~our distribution reinvestment plan.

On May 12, 2020, the Company's board of directors ~~authorized~~created the ~~classification and designation of~~ Class I and Class S common stock. As of December 31, 2021, 900,000,000 shares of capital stock are classified as common stock, par value $0.01 per share, 270,000,000 are classified and designated as Class A common stock (“Class A Shares~~”),~~ ~~280,000,000 are classified~~ and ~~designated~~the as Class S ~~common stock ("Class S~~ Shares"), ~~280,000,000 are classified~~ and ~~designated~~our asfollow-on ~~Class~~offering Iwas ~~common~~revised ~~stock~~on ~~("Class~~July ~~I Shares")~~27, ~~and~~2020 ~~70,000,000~~to ~~are~~allow ~~classified~~us ~~and~~to ~~designated~~offer asshares ~~Class~~of Tthose ~~Common stock (“Class T Shares”)~~classes. ~~The~~Our ~~additional~~follow-on ~~share~~offering ~~classes~~ended ~~were included in an amendment to the Company's registration statement and prospectus which was declared effective by the Securities and Exchange Commission~~ on ~~July~~January 2714, ~~2020~~2023.

~~Effective~~As ~~May~~of 12December 31, ~~2021~~2022, ~~the~~we ~~sale~~had ~~price~~accepted ofsubscriptions ~~our~~for ~~Class~~and A,issued ~~Class~~under Sall public offerings 8,706,919, ~~Class~~net Iof ~~and~~redemptions, Class TA ~~common~~Shares, ~~shares~~including to840,901 ~~the~~shares, ~~public~~net isof ~~$11.38~~redemptions, ~~$10.61,~~pursuant ~~$10.23~~to ~~and~~our ~~$10.89~~distribution ~~per~~reinvestment ~~share~~plan, ~~respectively~~38,198 ~~representing~~Class ~~the~~I ~~net~~Shares, ~~asset~~19,708 ~~value~~Class ~~per~~S ~~share~~Shares, asand ~~determined~~503,255 byClass ~~the~~T ~~board~~Shares, net of ~~directors~~redemptions, ~~plus~~including ~~the~~40,380 ~~applicable~~shares ~~sales~~pursuant ~~commissions~~to ~~and~~our ~~managing~~distribution ~~broker~~reinvestment ~~dealer~~plan, ~~fees.~~resulting ~~The~~in ~~sale~~aggregate ~~price~~gross proceeds of ~~all~~$91,699,487. We ~~classes~~have ofused, ~~common~~and ~~shares~~intend to ~~our~~continue ~~shareholders~~to ~~pursuant~~use, the net proceeds to ~~the~~acquire ~~distribution~~commercial ~~reinvestment~~real ~~plan~~estate isproperties ~~$10~~located primarily in Texas.23 For ~~per~~additional ~~share~~information, see “Investment Strategy” below.

~~Our~~Effective ~~board~~April ~~of directors may~~17, ~~in its sole discretion and from time to time~~2023, ~~change~~ the ~~price~~Company atterminated ~~which we offer shares to~~ the ~~public~~advisory inagreement ~~the~~with ~~primary~~Hartman ~~offering~~XXI orAdvisors, ~~pursuant~~LLC, towhich ~~our~~served ~~distribution~~as ~~reinvestment plan to reflect changes in~~ our ~~estimated~~advisor, ~~value per share~~ and ~~other factors that our board of directors deems relevant. If we revise~~ the ~~price~~property atmanagement ~~which~~agreement wewith ~~offer~~Hartman ~~our~~Income ~~shares~~REIT ~~of common stock based upon changes in our estimated value per share~~Management, ~~we do not anticipate that we will do so more frequently than quarterly~~Inc., ~~Our estimated value per share will be approved by our board of directors and calculated by our advisor based upon current available information~~ which ~~may~~served ~~include~~as ~~valuations of~~ our ~~assets~~property ~~obtained by independent third-party appraisers or qualified independent valuation experts~~manager.

AsAlso ofeffective ~~December~~April 3117, ~~2021~~2023, wethe ~~had~~Company ~~accepted~~executed ~~subscriptions~~an ~~for,~~advisory ~~and~~agreement ~~issued~~with ~~8,483,580,~~Hartman ~~net~~Advisors ~~of redemptions~~II, ~~shares of our Class A common stock in our public offering~~LLC, ~~including~~which ~~666,094,~~now ~~net~~serves ofas ~~redemptions, shares issued pursuant to~~ our ~~distribution reinvestment plan~~advisor, ~~479,219,~~and ~~net~~a ofproperty ~~redemptions,~~management ~~shares~~agreement ofwith ~~our~~REIT ~~Class~~Property ~~T common stock in our public offering~~Management, ~~including 31~~LLC,~~335~~ ~~shares~~a ~~issued~~wholly-owned ~~pursuant~~subsidiary ~~to our distribution reinvestment plan, 19,708 shares~~ of ~~our~~Hartman ~~Class~~Advisors ~~S common stock~~II, ~~and 22~~LLC,~~442~~ ~~shares~~which ofnow ~~our~~serves ~~Class~~as Ithe ~~common~~property ~~stock,~~manager ~~resulting in gross proceeds~~ of ~~$88,987,006. We intend to use the net proceeds from~~ our ~~initial public offering and follow-on offering to acquire commercial~~ real estate ~~properties located primarily in Texas~~investments. Allen ~~We intend to offer shares of our common stock on a continuous basis until January 14, 2023, three years from the date of the commencement of our follow-on public offering~~R. WeHartman ~~intend~~is ~~to conduct a continuous offering of an unlimited number of shares of our common stock over an unlimited time period by filing a new registration statement prior to~~ the ~~end~~sole ofmember ~~the three-year period described in Rule 415 under the securities act~~ of ~~1933,~~Hartman asAdvisors ~~amended~~II, ~~however, in certain states this offering is subject to annual extension~~LLC.

Hartman Advisors II, LLC manages our day-to-day operations and our portfolio of properties and real estate-related assets, subject to certain limitations and restrictions. Our advisor sources and presents investment opportunities to our board of directors. Our advisor also provides investment management, marketing, investor relations and other administrative services on our behalf. Subject to certain restrictions and limitations, the Advisor is responsible for managing the Company’s affairs on a day-to-day basis and for identifying and making acquisitions and investments on behalf of the Company.

Substantially all of our business is conducted through Hartman vREIT XXI Operating Partnership, L.P., a Texas limited partnership, which we refer to as our operating partnership. We ~~reserve~~are the ~~right~~sole togeneral ~~terminate~~partner of our ~~follow-on~~operating ~~public~~partnership ~~offering~~and atHartman ~~any~~vREIT ~~time.~~XXI ~~D.H.~~Holdings ~~Hill~~LLC, ~~Securities~~and Hartman vREIT XXI SLP, ~~LLLP~~LLC, isare the ~~dealer~~initial ~~manager~~limited partners of our operating partnership. As we accept subscriptions for shares of our ~~follow-on~~common ~~public~~stock, we will transfer substantially all of the net proceeds of the offering to our operating partnership as a capital contribution. The limited partnership agreement of our operating partnership provides that our operating partnership will be operated in a manner that will enable us to (1) satisfy the requirements for being classified as a REIT for federal income tax purposes, (2) avoid any federal income or excise tax liability and is(3) ~~responsible~~ensure that our operating partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the ~~distribution~~Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, which classification could result in our ~~common~~operating ~~stock~~partnership being taxed as a corporation rather than as a partnership. In addition to the administrative and operating costs and expenses incurred by our operating partnership in acquiring and operating our ~~follow-on~~investments, ~~public~~our operating partnership will pay all of our administrative costs and expenses, and such expenses will be treated as expenses of our operating partnership. We will experience a relative increase in liquidity as additional subscriptions for shares of our common stock are received and a relative decrease in liquidity as offering proceeds are used to acquire and operate our assets.

~~Hartman~~We ~~XXI~~elected ~~Advisors,~~to ~~LLC,~~be ~~which~~treated ~~we refer to~~ as ~~our~~a ~~advisor, manages our day-to-day operations and our portfolio of properties and~~ real estate~~-related~~ ~~assets~~investment trust, ~~subject~~or toREIT, ~~certain~~under ~~limitations~~the ~~and~~Internal ~~restrictions.~~Revenue ~~Our~~Code ~~advisor~~beginning ~~sources~~with ~~and~~our ~~presents~~taxable ~~investment~~year ~~opportunities~~ended toDecember ~~our~~31, ~~board of directors~~2017. ~~Our~~If ~~advisor~~we ~~also~~qualify ~~provides~~as ~~investment~~a ~~management,~~REIT ~~marketing,~~for ~~investor~~federal ~~relations~~income ~~and~~tax ~~other~~purposes, ~~administrative~~then ~~services~~we ongenerally ~~our~~will ~~behalf.~~not ~~Hartman~~be ~~Income~~subject ~~REIT~~to ~~Management,~~federal ~~Inc.,~~income atax ~~Texas~~on ~~corporation,~~income isthat ~~the~~we ~~property~~distribute ~~manager~~to ~~for~~ our ~~real estate investments~~stockholders. ~~Hartman~~ ~~XXI~~If ~~Advisors,~~we ~~LLC~~fail ~~(the~~to ~~“Advisor”),~~qualify as a ~~wholly owned subsidiary of Hartman Advisors, LLC. Hartman Income~~ REIT ~~Management,~~in ~~Inc.,~~any antaxable ~~affiliate~~year ofafter the ~~Advisor,~~taxable isyear ~~the~~in ~~Company’s~~which ~~sponsor~~we ~~and~~initially ~~property~~elect ~~manager~~to ~~(“Sponsor”~~be ortaxed ~~“Property~~as ~~Manager”).~~a ~~Effective July 1~~REIT, ~~2020~~then ~~Hartman~~we ~~Advisors,~~will ~~LLC~~be ~~and~~subject ~~Hartman~~to ~~Income~~federal ~~REIT~~income ~~Management,~~tax ~~Inc.~~on ~~are~~our ~~wholly~~taxable ~~owned~~income ~~subsidiaries~~at ofregular ~~Hartman~~corporate ~~Short~~rates ~~Term~~and ~~Income~~will ~~Properties~~not ~~XX,~~be ~~Inc.~~permitted ~~We refer~~ to ~~Hartman~~qualify ~~Income~~for ~~REIT~~treatment ~~Management, Inc.~~ as ~~our~~a ~~“sponsor”~~REIT ~~and~~for ~~“property~~federal ~~manager.”~~income ~~Subject~~tax topurposes ~~certain~~for ~~restrictions~~four ~~and~~years ~~limitations,~~following the ~~Advisor~~year isin ~~responsible~~which ~~for~~qualification ~~managing~~is ~~the~~denied. Failing ~~Company’s~~to ~~affairs~~qualify onas a ~~day-to-day~~REIT ~~basis~~could ~~and~~materially ~~for identifying~~ and ~~making~~adversely ~~acquisitions~~affect ~~and~~our ~~investments~~net ~~on behalf of the Company~~income.

Substantially all of our business is conducted through Hartman vREIT XXI Operating Partnership, L.P., a Texas limited partnership, which we refer to as our operating partnership. We are the sole general partner of our operating partnership and Hartman vREIT XXI Holdings LLC, and Hartman vREIT XXI SLP, LLC, affiliates of our advisor, are the initial limited partners of our operating partnership. As ~~we accept subscriptions for shares~~ of ~~our~~December ~~common stock~~31, we will transfer substantially all of the net proceeds of the offering to our operating partnership as a capital contribution. The limited partnership agreement of our operating partnership provides that our operating partnership will be operated in a manner that will enable us to (1) satisfy the requirements for being classified as a REIT for federal income tax purposes2022, ~~(2) avoid any federal income or excise tax liability and (3) ensure that~~ our ~~operating~~portfolio ~~partnership~~consisted ~~will not be classified as a “publicly traded partnership” for purposes~~ of ~~Section~~100% ~~7704~~ownership of ~~the~~ten ~~Internal~~commercial ~~Revenue Code of 1986~~properties, asan ~~amended,~~83% ortenant ~~the Internal Revenue Code, which classification could result~~ in ~~our~~common ~~operating~~interest ~~partnership being taxed as a corporation rather than as a partnership. In addition to the administrative and operating costs and expenses incurred by our operating partnership~~ in ~~acquiring~~an ~~and~~office ~~operating our investments~~property, ~~our operating partnership will pay all of our administrative costs~~ and ~~expenses,~~investments ~~and~~in ~~such~~two ~~expenses~~unconsolidated ~~will~~affiliate ~~be treated as expenses of our operating partnership~~entities. WeFor ~~will experience a relative increase in liquidity as~~ additional ~~subscriptions~~information, ~~for~~see ~~shares~~“Investment ofPortfolio” ~~our common stock are received and a relative decrease in liquidity as offering proceeds are used to acquire and operate our assets~~below.

WeOur ~~elected~~principal toexecutive beoffices ~~treated~~are aslocated aat ~~real~~11211 ~~estate~~Katy ~~investment trust~~Freeway, orSuite ~~REIT~~309, ~~under the Internal Revenue Code beginning with our taxable year ended December 31~~Houston, ~~2017.~~Texas ~~If we qualify as a REIT for federal income tax purposes~~77079, weand ~~generally will not be subject to federal income tax on income that we distribute to~~ our ~~stockholders.~~main Iftelephone wenumber fail to qualify as a REIT in any taxable year after the taxable year in which we initially elect to be taxed as a REIT, we will be subject to federal income tax on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which qualification is ~~denied~~713-400-1000. ~~Failing to qualify as a REIT could materially and adversely affect our net income.~~

We intend to use the net proceeds from our public offering to continue to acquire commercial real properties located primarily in Texas. For additional information, see “Investment Strategy” below.

As of December 31, 2021, our portfolio consisted of 100% ownership of ten commercial properties, an 83% tenant in common interest in an office property, and investments in two unconsolidated affiliate entities. For additional information, see “Investment Portfolio” below.

Our principal executive offices are located at 2909 Hillcroft, Suite 420, Houston, Texas 77057, and our main telephone number is 713-467-2222.

2021 Highlights:

During the year ended December 31, 2021, we:

•Raised $461,000 in net offering proceeds in our follow-on public offering, excluding proceeds from shares issued under our distribution reinvestment plan; and

•Increased in-place occupancy from 65.3% to 71.2%;

Investment Objectives

Our primary investment objectives are to:

•realize growth in the value of our investments;

•preserve, protect and return stockholders’ capital contributions; and

•grow net cash from operations and pay regular cash distributions to our stockholders.

We cannot assure our stockholders that we will achieve these objectives due to the current economic slowdown, high interest rate environment and increased inflation. Effective December 16, 2022, we suspended the payment of distributions to preserve capital and secure our financial health on an ongoing basis.

Investment Strategy

The cornerstone of our investment strategy is our advisor’s discipline in acquiring a portfolio of real estate properties that offer a blend of current and potential income based on in-place occupancy plus significant potential for growth in income and value from re-tenanting, repositioning, redevelopment, and operational enhancements. We refer to this strategy as “value-oriented” or the “Hartman Advantage.” We rely upon the value-oriented or Hartman Advantage strategy to evaluate numerous potential commercial real estate acquisition and investment opportunities per each completed acquisition or investment.

We intend to continue to acquire, develop and operate a diverse portfolio of value-oriented commercial properties, including office, retail, industrial and warehouse properties located primarily in Texas. The commercial properties we acquire may be existing income-producing properties, properties developed by an affiliate of our advisor, newly constructed properties or properties under development or construction. We target properties that are located in high traffic areas, have adequate parking, have good curb appeal, have occupancy rates of at least 50%, and have a diversified tenant mix of creditworthy tenants.

We may also invest a portion of the offering proceeds available for investment in unimproved land upon which improvements are to be constructed or completed. However, we may not invest more than 10% of the aggregate cost of the real property assets within our portfolio in unimproved land or real properties which are not expected to produce income within two years of their acquisition. Development of real properties is subject to risks relating to a builder’s ability to control construction costs or to build in conformity with plans, specifications and timetables.

Investment Portfolio

As of December 31, ~~2021~~2022, our investments in real estate assets ~~consist~~consisted of (i1) ~~ten~~10 wholly -owned properties, (ii2) an ~~approximately~~ 83% (approximate) tenant in common interest in an office property, (~~iii~~3) a 2.47% ownership interest in a special purpose entity ~~which~~that ~~is co-~~owned byas ~~affiliates~~ of ~~our~~December ~~Advisor~~31, ~~and~~2022, ~~owns~~ 39 office, retail and light industrial properties in Houston, Dallas, and San Antonio, Texas, which we refer to as Hartman SPE LLC, and (iv4) an equity investment in an affiliated REIT.

The following table sets forth information regarding our property portfolio as of December 31, ~~2021~~2022.


Property Name	Space Type	Location	Gross Leasable Area SF	In-Place Occupancy		Annualized Base Rental Revenue (in thousands)		Average Base Rental Revenue per Occupied SF		Average Net Effective Annual Base Rent per Occupied SF
Village Pointe	Retail	San Antonio	54,246	94	%	$	745	$	14.53	$	14.61
Richardson Tech Center	Flex/R&D	Dallas	96,660	99	%	667		6.94		6.89
Spectrum Building	Office	San Antonio	175,390	62	%	2,530		23.39		23.31
11211 Katy Freeway	Office	Houston	77,851	97	%	913		12.08		12.06
1400 Broadfield	Office	Houston	102,893	90	%	1,733		18.73		18.76
16420 Park Ten Place	Office	Houston	83,760	80	%	916		13.75		13.59
Willowbrook Building	Office	Houston	67,581	93	%	526		8.34		8.03
Timberway II	Office	Houston	130,828	77	%	1,722		17.20		17.25
One Park Ten	Office	Houston	34,089	100	%	399		11.69		11.61
Two Park Ten	Office	Houston	56,443	99	%	963		17.17		17.17
3100 Weslayan (1)	Office	Houston	78,289	70	%	1,092		20.04		20.05
Grand Total			958,030	83	%	$	12,206	$	15.29	$	15.25

Property Name	Space Type	Location	Gross Leasable Area SF	In-Place Occupancy		Annualized Base Rental Revenue (in thousands)		Average Base Rental Revenue per Occupied SF		Average Net Effective Annual Base Rent per Occupied SF
Village Pointe	Retail	San Antonio	54,246	89	%	$	708	$	14.61	$	13.95
Richardson Tech	Flex/R&D	Dallas	96,660	62	%	668		11.07		11.81
Spectrum Building	Office	San Antonio	175,390	64	%	2,699		24.20		24.31
11211 Katy Freeway	Office	Houston	78,642	87	%	833		12.11		11.77
1400 Broadfield	Office	Houston	102,893	81	%	1,573		18.90		18.77
16420 Park Ten Place	Office	Houston	83,760	58	%	896		18.41		18.08
Willowbrook Building	Office	Houston	67,581	67	%	523		11.54		11.51
Timberway II	Office	Houston	130,828	63	%	1,546		18.80		18.32
One Park Ten	Office	Houston	34,089	84	%	403		14.07		14.62
Two Park Ten	Office	Houston	57,146	89	%	1,005		19.80		19.88
3100 Weslayan (1)	Office	Houston	78,289	67	%	1,009		19.22		19.11
Grand Total			959,524	71	%	$	11,863	$	17.43	$	17.36

(1) We own an approximately 83% tenant in common interest in this office property.

On August 23, 2024, the Company completed the sale of Richardson Tech Center for $10,261,000. The property was acquired in March 2018 for $5,040,000. Proceeds from the sale were used to pay down the line of credit that the Company has with East West Bank by $9,337,000 and funded a Capital Reserve account with East West Bank for $500,000. Other closing costs were covered with the remainder of the funds.

Competition

The United States commercial real estate market is highly competitive. All of our properties will be located in areas that include competing properties. We face competition from various entities for investment opportunities in our targeted assets, including other REITs, pension funds, insurance companies, investment funds, real estate companies and developers. Many of these entities have substantially greater financial resources than we do and may be able to accept more risk than we can prudently manage, including risks with respect to the geographic location of investments or the creditworthiness of tenants. Competition from these entities may reduce the number of suitable investment opportunities offered to us or increase the bargaining power of property owners seeking to sell real estate assets. The majority of our assets are class B office assets in suburban submarkets of Houston and San Antonio. While the post pandemic work from home trend has continued to affect occupancy in commercial office buildings, suburban buildings have been somewhat safeguarded against this risk due to employee's demand to have a shortened commute. The amount of competition in a particular market could also impact our ability to lease space and impact the amount of rent we are able to charge. Disruptions in the credit markets may materially impact the cost and availability of debt to finance real estate acquisitions, which is a key component of our acquisition strategy. A limited availability of financing in the future could reduce suitable investment opportunities and create a competitive advantage for other entities that have greater financial resources than we do. All of the above factors could result in delays in the investment of the proceeds from our initial public offering.

Employees

Although we have executive officers who manage our operations, we do not have any paid employees. The employees of our advisor and its affiliates provide management, acquisition, advisory and certain administrative services for us.

Regulations

All real property investments and the operations conducted in connection with such investments are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. Some of these laws and regulations may impose joint and several liabilities on customers, owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal.

Under various federal, state and local environmental laws, a current or previous owner or operator of real property may be liable for the cost of removing or remediating hazardous or toxic substances on a real property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In addition, the presence of hazardous substances, or the failure to properly remediate these substances, may adversely affect our ability to sell, rent or pledge such real property as collateral for future borrowings. Environmental laws also may impose restrictions on the manner in which real property may be used or businesses may be operated. Some of these laws and regulations have been amended so as to require compliance with new or more stringent standards as of future dates. Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require us to incur material expenditures or may impose material environmental liability. Additionally, tenants’ operations, the existing condition of land when we buy it, operations in the vicinity of our real properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect our real properties. There are also various local, state and federal fire, health, life-safety and similar regulations with which we may be required to comply and which may subject us to liability in the form of fines or damages for noncompliance. In connection with the acquisition and ownership of real properties, we may be exposed to such costs in connection with such regulations. The cost of defending against environmental claims, of any damages or fines we must pay, of compliance with environmental regulatory requirements or of remediating any contaminated real property could materially and adversely affect our business and results of operations or lower the value of our assets and, consequently, lower the amounts available for distribution to our stockholders.

when we buy it, operations in the vicinity of our real properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect our real properties. There are also various local, state and federal fire, health, life-safety and similar regulations with which we may be required to comply and which may subject us to liability in the form of fines or damages for noncompliance. In connection with the acquisition and ownership of real properties, we may be exposed to such costs in connection with such regulations. The cost of defending against environmental claims, of any damages or fines we must pay, of compliance with environmental regulatory requirements or of remediating any contaminated real property could materially and adversely affect our business and results of operations or lower the value of our assets and, consequently, lower the amounts available for distribution to our stockholders.

We do not believe that compliance with existing environmental laws will have a material adverse effect on our financial condition or results of operations. However, we cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on properties in which we hold an interest, or on properties that may be acquired directly or indirectly in the future.

Tax Status

We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ended December 31, 2017. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income (which is computed without regard to the dividends-paid deduction and excluding net capital gain) to our stockholders. As a REIT, we generally will not be subject to federal income tax to the extent we distribute qualifying dividends to our stockholders. If we fail to qualify as a REIT in any taxable year, then we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. We believe we are organized and operate in such a manner as to qualify for taxation as a REIT under the Internal Revenue Code, and we intend to continue to operate in such a manner, but no assurance can be given that we will operate in a manner so as to qualify or remain qualified as a REIT.

Financial Information About Industry Segments

Our current business consists of acquiring, developing, owning, managing, leasing, operating, and disposing of real estate assets. We internally evaluate all of our real estate assets as one industry segment and, accordingly, do not report segment information.

Economic Dependency

We are dependent on our advisor for certain services that are essential to us, including the identification, evaluation, negotiation, purchase and disposition of properties and other investments, management of the daily operations of our real estate portfolio, and other general and administrative responsibilities. In the event that our advisor is unable to provide these services to us, we will be required to obtain such services from other sources, and our failure to identify such other sources could have an adverse impact on our financial condition and results of operations. We also depend upon the dealer manager for the sale of our shares of common stock in our initial public offering.

Available Information

We are subject to the reporting requirements of the ~~Securities~~ Exchange Act ~~of 1934, as amended, or the Exchange Act,~~ and, accordingly, we file annual reports, quarterly reports and other information with the SEC. Access to copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, including amendments to such filings, may be obtained free of charge from our website, http://www.hartmanreits.com/hartman-vreit-xxi/sec-filings-2/. These filings are available promptly after we file them with, or furnish them to, the SEC. We are not incorporating our website or any information from the website into this Annual Report. The Securities and Exchange Commission (the “SEC”) also maintains a website, http://www.sec.gov, were our filings with the SEC are available free of charge. We will provide without charge a copy of this Annual Report, including financial statements and schedules, upon written request delivered to our principal executive office at the address listed on the cover page of this Annual Report.

Item 1A. Risk Factors

The following are some of the risks and uncertainties that could cause our actual results to differ materially from those presented in our forward-looking statements. The risks and uncertainties described below are not the only ones we face but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business. References to “shares” and “our common stock” in this Item 1A refer to all share classes of our common stock.

Risks Related to Our Business and Operations

Health concerns arising from the outbreak of a health epidemic or pandemic, including the COVID-19 coronavirus, may have an adverse effect on our business.

Our business could be materially and adversely affected by the outbreak of a health epidemic, pandemic, or outbreak of a contagious diseases, including the COVID-19 coronavirus, particularly to the extent and degree to which the outbreak affects the U.S., state and local economies. The COVID-19 pandemic has caused significant disruptions to the United States economy as well as the economies of the State of Texas and major Texas communities and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak is continually evolving and, as additional cases of the virus are identified, many countries, including the United States, have reacted by instituting quarantines, restrictions on travel and mandatory closures of businesses. Certain cities where we own properties and/or have development sites, have also reacted by instituting quarantines, restrictions on travel, “shelter in place” rules, restrictions on types of business that may continue to operate, and/or restrictions on the types of construction projects that may continue. Although in many cases these measures have been modified or lifted entirely, they may be reinstated in whole or in part and additional, more restrictive measures may be implemented in the future. The COVID-19 pandemic has adversely impacted numerous industries, including transportation and hospitality, and triggered a global economic slowdown.

Although a number of vaccines for COVID-19 are currently available to the general public in the United States and in many countries around the world, the ultimate effectiveness of the vaccination effort is subject to significant uncertainty. The length and severity of the pandemic will be worsened to the extent that a significant portion of the population, in the United States and globally, is reluctant to be vaccinated, fails to complete required multi-step vaccination protocol or is unable to become vaccinated due to shortages in vaccine supply or suspensions in the distribution of vaccines due to safety concerns or other issues. The length of the pandemic is also dependent upon the degree to which more contagious variants of the virus continue to spread, particularly among areas of the country in which overall full vaccination rates are relatively low, and overall rates of new COVID-19 cases continue to rise. Further, new and worsening outbreaks of COVID-19 in other countries may impact global vaccine supplies and lead to the emergence of new variants of the virus which are more contagious, more deadly, or more resistant to current vaccines. As a result of the foregoing factors, the COVID-19 pandemic is expected to have a continued adverse impact on economic and market conditions despite the ongoing distribution of vaccines.

The COVID-19 pandemic may adversely affect our business, financial condition and results of operations and may have the effect of heightening associated risks, including:

•failure of our tenants to perform tenant obligations under our leases including but not limited to timely payment of rent and other charges;

•the disruptive impact on tenant personnel resources, which could hinder our ability to renew expiring leases, initiate or complete tenant build-out and construction projects and otherwise interfere with our tenant relationships;

•disruptions in the supply of materials or products or the inability of contractors to perform on timely basis tenant improvement construction or other construction and development;

•a general decline in business activity and demand for real estate transactions, which could adversely affect our ability or desire to continue growing our portfolio of properties;

•the likelihood that the impact of COVID-19 could result in an event or change in circumstances that results in an impairment charge in the value of one or more of our properties, which would result in an immediately negative adjustment to our earnings and could have a material adverse effect on our business, financial conditions and results of operations in the period in which the charge takes place;

•uncertainty as to whether business interruption, loss of rental income and/or other associated expenses related to our operations across our portfolio will be covered by our insurance policies, which may increase unreimbursed liabilities; and

•the potential negative impact on the health of our personnel, including our senior management team, particularly if a significant number of our employees or key members of our senior management are impacted, which could result in a deterioration in our ability to ensure business continuity during a disruption.

The COVID-19 pandemic is a continually evolving situation that presents material uncertainty and risk. The extent and duration of the impacts of COVID-19 on our business, financial condition, results of operations and cash flows is dependent on future developments that are highly uncertain and cannot be accurately predicted at this time, including without limitation the scope, severity and duration of the pandemic, the extent and effectiveness of the actions taken to contain the pandemic or mitigate its impact, the speed of the development and distribution of vaccines for COVID-19 and the efficacy and availability of such vaccines, the extent to which the general population is willing to be vaccinated, the efficacy of currently available vaccines against current and any newly emerging variants of COVID-19, the potential for business closures that may be mandated or advisable, whether based on increased COVID-19 cases, the spread of more infectious or deadly variants or other factors, the reduction or reversal of previously implemented containment measures in certain states and cities, and the direct and indirect economic effects of the pandemic. As a result, we cannot provide an estimate of the overall impact of COVID-19 on our business, financial condition, results of operations and cash flows.

General Investment Risks

Shares of our common stock are illiquid. No public market currently exists for our shares, and our charter does not require us to liquidate our assets or list our shares on an exchange by any specified date. As a result, it will be difficult for our stockholders to sell their shares, and if they are able to sell their shares, they will likely sell them at a substantial discount.

There is no current public market for our shares. We presently intend, but are not required, to evaluate a transaction providing liquidity for our stockholders within 3three to 7seven years from the termination of our initial public offering. Our charter does not require our board of directors to pursue any particular liquidity event at any particular time or at all~~; provided~~. However, ~~however, that~~ if we have not begun the process of liquidating our assets or listing our shares within seven years of the termination of our ~~primary~~initial public offering, and our board and a majority of our independent directors ~~has~~have not approved otherwise and set a future date for such a liquidation or listing, ~~our charter requires that we hold a stockholder meeting~~then, upon the request of stockholders holding 10% or more of our outstanding shares of common stock, toour ~~vote~~charter onrequires athat ~~proposal~~we ~~for~~solicit ~~our~~proxies ~~orderly~~from ~~liquidation~~stockholders to determine whether we should be liquidated and ~~dissolution~~dissolved. ItAccordingly, ~~will~~it ~~therefore~~may be difficult for our stockholders to sell their shares of common stock ~~promptly~~at the times and/or the prices that they desire or at all. Our charter also prohibits the ownership of more than 9.8% in value of our outstanding capital stock or 9.8% in number of shares of our outstanding common stock unless exempted prospectively or retroactively by our board of directors. Even if our stockholders are able to sell shares of our common stock, the absence of a public market may cause the price received for any shares of our common stock sold to be less than what our stockholders paid or less than their proportionate value of the assets we own. Moreover, our share redemption program includes numerous restrictions that limit our stockholders’ ability to sell their shares to us, and our board of directors may amend, or suspend our share redemption program without stockholder approval upon 30 days’ written prior notice. Investors should purchase our shares only as a long-term investment because of their illiquid nature.

We have limited operating history which makes our future performance difficult to predict.

We commenced operations on November 14, 2016 and have a limited operating history. You should not assume that our performance will be similar to the past performance of other real estate investment programs sponsored by our Sponsor or the parent of our Sponsor. Our limited operating history increases the risk and uncertainty that you face in making an investment in our shares relative to an investment in the shares of common stock of a real estate investment trust with a substantial operating history.

Our cash distributions ~~are~~have been indefinitely suspended. To the extent paid in the future, our distributions will not be guaranteed, may fluctuate and may constitute a return of capital or taxable gain from the sale or exchange of property.

~~The~~Effective December 16, 2022, our board of directors approved the suspension of the payment of distributions to our stock holders. There can be no assurance that our board of directors will recommence distributions. To the extent that the payment of distributions is resumed, the actual amount and timing of distributions will be determined by our board of directors and typically will depend upon the amount of funds available for distribution, which will depend on items such as current and projected cash requirements and tax considerations. As a result, our distribution rate and payment frequency may vary from time to time. Our long-term strategy is to fund the payment of monthly distributions to our stockholders entirely from our funds from operations. However, we may need to borrow funds, request that our advisor in its discretion, defer its receipt of fees and reimbursements of expenses or, to the extent necessary, utilize offering proceeds in order to make cash distributions. Accordingly, the amount of distributions paid at any given time may not reflect current cash flow from operations.

If we make distributions from sources other than our cash flow from operations, then we will have fewer funds available for the acquisition of properties, our stockholders’ overall return may be reduced and the value of a share of our common stock may be diluted.

11Our organizational documents permit us to make distributions from any source. If we do resume distributions and our cash flow from operations is insufficient to cover our distributions, then we expect to use the proceeds from our public stock offerings, the proceeds from borrowings, and/or the waiver or deferral of fees otherwise owed to our advisor to make distributions. If we fund distributions from borrowings, sales of properties, or the net proceeds from our stock offerings, then we will have less funds available for the acquisition of assets resulting in potentially fewer investments, less diversification of our portfolio and a reduced overall return to you. In addition, the value of your investment in shares of our common stock may be diluted because funds that would otherwise be available to make investments would be diverted to fund distributions. Further, to the extent distributions exceed our current and accumulated earnings and profits, a stockholder’s basis in our stock will be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder may recognize capital gain. There is no limit on the amount we can fund distributions from sources other than from our current and accumulated earnings and profits.

Our organizational documents permit us to make distributions from any source. If our cash flow from operations is insufficient to cover our distributions, we expect to use the proceeds from our public offering, the proceeds from the issuance of securities in the future, the proceeds from borrowings or the waiver or deferral of fees otherwise owed to our advisor to pay distributions. It is likely that in our initial years of operation, any distributions declared will be paid from our offering proceeds, which would constitute a return of your capital. If we fund distributions from borrowings, sales of properties or the net proceeds from our public offering, we will have less funds available for the acquisition of assets resulting in potentially fewer investments, less diversification of our portfolio and a reduced overall return to you. In addition, the value of your investment in shares of our common stock may be diluted because funds that would otherwise be available to make investments would be diverted to fund distributions. Further, to the extent distributions exceed our current and accumulated earnings and profits, a stockholder’s basis in our stock will be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder may recognize capital gain. There is no limit on the amount we can fund distributions from sources other than from our current and accumulated earnings and profits.10

If we do not raise substantial funds, we will be limited in the number and type of investments we may make, and the value of your investment in us will fluctuate with the performance of the specific properties we acquire.

Our public offering is being made on a “best efforts” basis, whereby the broker-dealers participating in the offering are only required to use their best efforts to sell shares of our common stock and have no firm commitment or obligation to sell any number or dollar amount of shares of our common stock or purchase any shares of our common stock. The amount of proceeds we raise in the offering may be substantially less than the amount we would need to achieve a broadly diversified property portfolio. In that case, the likelihood that any single asset’s performance would materially reduce our overall profitability will increase. We are not limited in the number or size of our investments or the percentage of net proceeds we may dedicate to a single investment. In addition, any inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, and our net income and the distributions we make to our stockholders would be reduced.

Because we are dependent upon our advisor and its affiliates to conduct our operations, any adverse changes in the financial health of our advisor or its affiliates or our relationship with them could hinder our operating performance and the return on our stockholders’ investment.

We are dependent on our advisor to manage our operations and our portfolio of real estate assets and our ability to achieve our investment objectives and to conduct our operations is dependent upon the performance of our advisor. Our advisor will depend largely upon the fees that it will receive from us in connection with the purchase, management and sale of assets, as well as fees it collects from other affiliates, to conduct its operations. Any adverse changes in the financial condition of our advisor or our relationship with our advisor could hinder its ability to successfully manage our operations and our portfolio of investments.

Our ability to achieve our investment objectives and to conduct our operations is dependent upon the performance of our advisor. Our advisor’s business is sensitive to trends in the general economy, as well as the commercial real estate and credit markets. To the extent that any decline in our advisor’s revenues and operating results impacts the financial condition and performance of our advisor, our results of operations and financial condition could also suffer.

~~Terminating~~If ~~our~~we ~~advisor,~~are ~~even~~unable ~~for~~to ~~poor~~find ~~performance,~~suitable ~~other~~investments ~~than~~or awe ~~termination~~experience ofdelays ~~our~~in ~~advisor~~doing ~~for “cause~~so,” ~~will~~then ~~result~~we inmay ~~less~~not ~~funds~~be ~~available~~able ~~for distributions or investing in properties because it will trigger a significant one-time payment~~ to ~~the~~achieve ~~holder~~our ofinvestment ~~the~~objectives ~~special~~or ~~limited~~pay ~~partnership interests~~distributions.

~~Other~~Our ~~than~~ability ato ~~termination~~achieve our investment objectives and to pay distributions depends upon the performance of our advisor ~~for~~in ~~“cause~~the acquisition of our investments,” asincluding ~~defined~~the indetermination of any financing arrangements. Competition from other entities may reduce the ~~advisory~~number ~~agreement~~of ~~with~~suitable ~~our~~investment ~~advisor,~~opportunities ~~terminating~~offered ~~our~~to ~~advisor~~us ~~will~~or ~~trigger~~increase the ~~redemption~~bargaining power of sellers of the ~~special~~types ~~limited~~of ~~partnership~~properties ~~interests~~we seek to purchase. Additionally, disruptions and dislocations in ~~our~~the ~~operating~~credit ~~partnership~~markets ~~held~~may bymaterially ~~Hartman~~impact ~~vREIT~~the ~~XXI~~cost ~~SLP~~and ~~LLC~~availability of debt to finance real estate acquisitions, which is a ~~wholly~~key ~~owned~~component ~~subsidiary~~of our acquisition strategy. A lack of ~~the~~available ~~parent~~debt ~~company~~could result in a further reduction of ~~our~~suitable ~~advisor,~~investment ~~for~~opportunities and create a ~~redemption~~competitive ~~price~~advantage ~~payable~~to other entities that have greater financial resources than we do. We can give no assurance that our advisor will be successful in ~~the~~obtaining ~~form~~suitable ofinvestments aon ~~promissory~~financially ~~note~~attractive terms or that, ~~shares~~if ofour advisor makes investments on our ~~common~~behalf, ~~stock~~our objectives will be achieved. If we, orthrough ~~limited~~our ~~partnership~~advisor, ~~units~~are inunable to find suitable investments promptly upon receipt of offering proceeds, then we will hold the proceeds from our ~~operating~~public ~~partnership.~~offering ~~This~~in ~~means~~an ~~that~~interest-bearing ~~less~~account ~~cash~~or invest the proceeds in short-term assets. If we would continue to be ~~available~~unsuccessful ~~for~~in ~~distributions~~locating orsuitable investments, then we may ultimately decide to ~~acquire~~liquidate. ~~properties~~In the event we are unable to timely locate suitable investments, ~~and~~we may ~~act~~be asunable aor ~~deterrent~~limited in our ability to ~~the~~pay ~~termination~~distributions ofand ~~the~~we ~~advisor~~may not be able to meet our investment objectives.

~~Our~~We ~~ability~~have todetermined ~~implement~~estimated net asset values (NAVs) per share of our ~~investment~~common ~~strategy~~stock isas ~~dependent~~of December 31, 2022, The NAV per share we disclose in ~~part~~the future may vary significantly from the value as of December 31, ~~upon~~2022 as we purchase additional assets and raise additional capital from the ~~ability~~sale of our ~~dealer~~shares. ~~manager~~The toestimated ~~successfully~~NAV ~~conduct~~per share values that we disclose may not be an accurate reflection of the fair value of our ~~follow-on~~assets ~~public~~and ~~offering~~liabilities and likely will not represent the amount of net proceeds that would result if we were liquidated.

DTo assist members of the Financial Industry Regulatory Authority, Inc.H., ~~Hill~~or ~~Securities~~FINRA, ~~LLLP~~and istheir ~~the~~associated ~~dealer~~persons ~~manager~~that ~~for~~participated ~~follow-on~~in ~~initial~~our ~~public~~stock ~~offering.~~offerings, ~~The~~pursuant ~~success~~to applicable FINRA rules, we will, not less frequently than annually, disclose an estimated NAVs per share of each class of our ~~follow-on~~common ~~public~~stock, ~~offering~~an explanation of the method by which the estimated NAVs per share were determined, and ~~our~~the ~~ability~~date of the data used to ~~implement~~develop the estimated NAVs per share. Our board of directors has established an estimated NAV per share of our ~~business~~common ~~strategy~~stock of $9.83 per share as of December 31, is2024 ~~dependent~~(NAV ~~upon~~per ~~the~~share ~~ability~~as of ~~our~~December ~~dealer~~31, ~~manager~~2023 toand ~~build~~December 31, 2022 were $9.78 and ~~maintain~~$7.97 aper ~~network~~share respectively). The market for commercial real estate can fluctuate quickly and substantially and values of ~~broker-dealers~~our assets and liabilities are expected to ~~sell~~change ~~our~~in ~~shares~~the future as we continue to raise capital and invest in other properties. IfFuture determinations of our ~~dealer~~estimated ~~manager~~NAV isper ~~not~~share ~~successful~~are inlikely ~~establishing~~to vary significantly from the value established as of December 31, ~~operating~~2024. This approach to establishing an estimated NAV per share may bear little relationship to, and ~~managing~~will ~~this~~likely ~~network~~exceed, ofwhat ~~broker-dealers~~a stockholder might receive for ~~our~~its ~~follow-on~~shares ~~public~~if ~~offering,~~the ~~our~~stockholder ~~ability~~tried to ~~raise~~sell ~~proceeds~~them ~~through~~or ~~our~~if ~~follow-on~~we liquidated our portfolio.

1211

Subsequent estimated NAVs per share are likely to differ from the price at which a stockholder could resell shares of our common stock because: (1) there is no public ~~offering~~trading ~~will~~market befor ~~limited~~our shares at this time; (2) the price does not reflect, and welikely ~~may~~will not ~~have~~reflect, ~~adequate~~the ~~capital~~fair tovalue ~~implement~~of our ~~investment~~assets ~~strategy.~~as Inwe ~~addition~~acquire them, nor will it represent the amount of net proceeds that would result from an immediate liquidation of those assets, because ~~our~~the ~~follow-on~~amount ~~public~~of ~~offering~~proceeds available for investment from our stock offerings is anet ~~“best~~of ~~efforts”~~selling ~~offering~~commissions, wedealer ~~may~~manager fees, other organization and offering costs and acquisition fees and costs and distribution and stockholder servicing fees; (3) the estimated per share value does not ~~raise~~take ~~proceeds~~into account how market fluctuations affect the value of our investments, including how the current conditions in the financial and real estate markets may affect the values of our ~~follow-on~~investments; ~~public~~and ~~offering~~(4) ~~sufficient~~the estimated per share value does not take into account how developments related to ~~meet~~individual ~~our~~assets ~~investment~~may ~~objectives~~increase or decrease the value of our portfolio.

IfCurrently wethere are ~~unable~~no SEC, federal or state rules that establish requirements concerning the methodology to ~~find~~employ ~~suitable~~in ~~investments~~determining oran weestimated ~~experience~~per ~~delays~~share value. Our board of directors is responsible for determining our estimated NAVs per share no less frequently than annually. To assist our board of directors in ~~doing~~determining soour estimated NAVs per share, we will obtain independent third-party appraisals or valuation reports for our properties and will value our other assets in a manner we deem most suitable under the circumstances, which may ~~not~~include an independent appraisal or valuation. We anticipate that any property appraiser or valuation expert we engage will be ~~able~~a member of the Appraisal Institute with the MAI designation or such other professional valuation designation appropriate for the type and geographic locations of the assets being valued and will provide a written opinion, which will include a description of the reviews undertaken and the basis for such opinion. Any such appraisal will be provided to ~~achieve~~a participating dealer upon request. The valuations will be estimates and consequently should not be viewed as an accurate reflection of the fair value of our ~~investment~~investments ~~objectives~~nor orwill ~~pay~~they ~~distributions~~represent the amount of net proceeds that would result from an immediate sale of our assets. For additional information on the calculation of our estimated net asset value per share as of December 31, 2022 ($7.97 per share), see Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Purchases of Equity Securities—Estimated Net Asset Value Per Share.”

Our ability to achieve our investment objectives and to pay distributions depends upon the performance of our advisor in the acquisition of our investments, including the determination of any financing arrangements. Competition from other entities may reduce the number of suitable investment opportunities offered to us or increase the bargaining power of sellers of the types of properties we seek to purchase. Additionally, disruptions and dislocations in the credit markets may materially impact the cost and availability of debt to finance real estate acquisitions, which is a key component of our acquisition strategy. A lack of available debt could result in a further reduction of suitable investment opportunities and create a competitive advantage to other entities that have greater financial resources than we do. We can give no assurance that our advisor will be successful in obtaining suitable investments on financially attractive terms or that, if our advisor makes investments on our behalf, our objectives will be achieved. If we, through our advisor, are unable to find suitable investments promptly upon receipt of offering proceeds, we will hold the proceeds from our public offering in an interest-bearing account or invest the proceeds in short-term assets. If we would continue to be unsuccessful in locating suitable investments, we may ultimately decide to liquidate. In the event we are unable to timely locate suitable investments, we may be unable or limited in our ability to pay distributions and we may not be able to meet our investment objectives.

If we raise substantial offering proceeds in a short period of time, we may not be able to invest all of the net offering proceeds promptly, which may cause our distributions and your investment returns to be lower than they otherwise would.

We could suffer from delays in locating suitable investments. The more capital we raise in our initial public offering, the more difficult it will be to invest the net offering proceeds promptly. Our reliance on our advisor to locate suitable investments for us at times when the management of our advisor may be simultaneously seeking to locate suitable investments for other affiliated programs could also delay the investment of the proceeds of our initial public offering. Delays we encounter in the selection, acquisition and development of income-producing properties would likely limit our ability to pay distributions to our stockholders and reduce our stockholders’ overall returns.

We have disclosed estimated net asset values (NAVs) per share of our common stock as of December 31, 2021, The NAV per share we disclose in the future may vary significantly from the value as of December 31, 2021 as we purchase additional assets and raise additional capital from the sale of our shares. The estimated NAV per share values that we disclose may not be an accurate reflection of the fair value of our assets and liabilities and likely will not represent the amount of net proceeds that would result if we were liquidated.

To assist members of the Financial Industry Regulatory Authority, Inc., or FINRA, and their associated persons that participate in our offering, pursuant to applicable FINRA rules, we will, not less frequently than annually, disclose an estimated NAVs per share of each class of our common stock, an explanation of the method by which the estimated NAVs per share were developed and the date of the data used to develop the estimated NAVs per share. Our board of directors has established an estimated NAV per share of our common stock of $10.17 per share, respectively, as of December 31, 2021. The market for commercial real estate can fluctuate quickly and substantially and values of our assets and liabilities are expected to change in the future as we continue to raise capital and invest in other properties. Future determinations of our estimated NAV per share are likely to vary significantly from the value established as of December 31, 2021. This approach to establishing an estimated NAV per share may bear little relationship to, and will likely exceed, what a stockholder might receive for its shares if the stockholder tried to sell them or if we liquidated our portfolio.

The current offering price per share of each share class and any subsequent estimated NAVs per share we determine, are likely to differ from the price at which a stockholder could resell the shares because: (i) there is no public trading market for our shares at this time; (ii) the price does not reflect and will not reflect, the fair value of our assets as we acquire them, nor does it represent the amount of net proceeds that would result from an immediate liquidation of those assets, because the amount of proceeds available for investment from our offering is net of selling commissions, dealer manager fees, other organization and offering costs and acquisition fees and costs and distribution and shareholder servicing fees; (iii) the estimated per share value does not take into account how market fluctuations affect the value of our investments, including how the current conditions in the financial and real estate markets may affect the values of our investments; and (iv) the estimated per share value does not take into account how developments related to individual assets may increase or decrease the value of our portfolio.

Currently there are no SEC, federal or state rules that establish requirements concerning the methodology to employ in determining an estimated per share value. Our board of directors is responsible for determining our estimated NAVs per share no less frequently than annually. To assist our board of directors in determining our estimated NAVs per share, we will obtain independent third-party appraisals or valuation reports for our properties and will value our other assets in a manner we deem most suitable under the circumstances, which may include an independent appraisal or valuation. We anticipate that any property appraiser or valuation expert we engage will be a member of the Appraisal Institute with the MAI designation or such other professional valuation designation appropriate for the type and geographic locations of the assets being valued and will provide a written opinion, which will include a description of the reviews undertaken and the basis for such opinion. Any such appraisal will be provided to a participating dealer upon request. The valuations will be estimates and consequently should not be viewed as an accurate reflection of the fair value of our investments nor will they represent the amount of net proceeds that would result from an immediate sale of our assets. For additional information on the calculation of our estimated net asset value per share as of December 31, 2021, see Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Purchases of Equity Securities—Estimated Net Asset Value Per Share.”

The value of a share of our common stock may be diluted if we pay a stock dividend.

Our board of directors has previously authorized and declared stock dividends. Investors who purchased shares early in both our initial public offering and our follow-on offering received more shares for the same cash investment than investors who purchase later in the offering as a result of the stock dividend. Because they own more shares, upon a sale or liquidation of the ~~company~~Company, these early investors will receive more sales proceeds or liquidating distributions relative to their invested capital compared to later investors. Unless our assets appreciate in an amount sufficient to offset the dilutive effect of the prior stock dividends, the value per share for later investors purchasing our stock will be below the value per share of earlier investors. Stock dividends were discontinued after September 1, 2019.

We may change our targeted investments, our policies and our operations without stockholder consent.

Although we have, and continue to expect to invest in office, retail, industrial, and warehouse properties located primarily in Texas, we may also invest in other real estate asset classes located throughout the United States. Except as described in our prospectus, we are not restricted as to the percentage of our offering proceeds that may be invested in properties as compared with the percentage of our proceeds that we may invest in other investments, each of which may be leveraged and will have differing risks and profit potential. Further, we are not limited with respect to the percentage of our offering proceeds that may be invested in any one investment. The greater the percentage of our offering proceeds invested in one asset, the greater the potential adverse effect on us if that asset is unprofitable.

We may make adjustments to our target portfolio based on real estate market conditions and investment opportunities, and we may change our targeted investments and investment guidelines at any time without the consent of our stockholders, which could result in our making investments that are different from, and possibly riskier than, the investments described in our prospectus. A change in our targeted investments or investment guidelines could adversely affect the value of our common stock and our ability to make distributions to our stockholders.

We pay substantial fees and expenses to our advisor and its affiliates. These fees were not negotiated at arm’s length, may be higher than fees payable to unaffiliated third parties, and may reduce cash available for investment.

A portion of the offering price from the sale of our shares in our public ~~offering~~offerings were and will be used to pay fees and expenses to our advisor and its affiliates. These fees were not negotiated at arm’s length and may be higher than fees payable to unaffiliated third parties. In addition, because the full offering price paid by stockholders will not be invested in assets, stockholders will only receive a full return of their invested capital if we either (1) we sell our assets or our company for a sufficient amount in excess of the original purchase price of our assets or (2) the market value of our company after we list our shares of common stock on a national securities exchange is substantially in excess of the original purchase price of our assets.

We reimburse our advisor for amounts it pays in connection with the acquisition or development of a property whether or not we ultimately acquire the asset.

We rely on our advisor to locate and acquire properties on our behalf. To the extent that we reimburse our advisor for expenses incurred and a property is not acquired, there will be less funds available for investment in other properties. The failure to close on an acquisition of a property will mean that expenses have been incurred without the ability to recoup those expenses from the operation of the property and could reduce the distributions our stockholders may receive.

Our stockholders are limited in their ability to sell shares of common stock pursuant to our share repurchase program. Stockholders may not be able to sell any shares of our common stock back to us, and if they do sell their shares, they may not receive the price they paid.

Our share redemption program ~~may~~has been suspended indefinitely. If our share redemption program were to be reinstated, then it could provide our stockholders with a limited opportunity to have their shares of our common stock redeemed by us at a price equal to or at a discount from the purchase price of the shares of our common stock being redeemed, or at the NAV per share price at the time of redemption, subject to the Board of Directors' discretion. We In such event, we anticipate that shares of our common stock ~~may~~would be redeemed on a quarterly basis. However, our share redemption program contains certain restrictions and limitations, including those relating to the number of shares of our common stock that we can redeem at any given time and limiting the redemption price. Specifically, weat ~~presently~~the ~~intend~~time toof ~~limit~~its suspension, we limited the number of shares to be redeemed to no more than (1) 5.0% of the weighted-average number of shares of our common stock outstanding during the prior calendar year and (2) those that could be funded from the net proceeds from the sale of shares under our distribution reinvestment program in the prior calendar year plus 1.0% of the operating cash flow from the previous fiscal year (to the extent positive) and such additional funds as may be reserved for that purpose by our board of directors. In addition, our board of directors reserves the right to amend, or suspend the share redemption program at any time upon 30 days’ notice. Therefore, our stockholders may not have the opportunity to make a redemption request prior to a potential termination or suspension of the share redemption program and our stockholders may not be able to sell any of their shares of our common stock back to us pursuant to our share redemption program. Moreover, if our stockholders do sell their shares of common stock back to us pursuant to the share redemption program, the price at which the stock will be redeemed may not be the same price they paid for any shares of our common stock being redeemed.

If we internalize our management functions, then our stockholders’ interest in us could be diluted and we could incur other significant costs associated with being self-managed.

Our board of directors may decide in the future to internalize our management functions. If we do so, then we may elect to negotiate to acquire our advisor’s assets and personnel. At this time, we cannot anticipate the form or amount of consideration or other terms relating to any such acquisition. Such consideration could take many forms, including cash payments, promissory notes and shares of our common stock. The payment of such consideration could result in dilution of our stockholders’ interests in our ~~company~~Company and could reduce the earnings per share and funds from operations per share attributable to our stockholders’ investment in our ~~company~~Company.

Additionally, while following such an internalization we would no longer bear the costs of the various fees and expenses we currently pay to our advisor under the advisory agreement with our advisor, our direct expenses would include general and administrative costs, including legal, accounting and other expenses related to corporate governance, SEC reporting and compliance. We would also be required to employ personnel and would be subject to potential liabilities commonly faced by employers, such as workers disability and compensation claims, potential labor disputes and other employee-related liabilities and grievances as well as incur the compensation and benefits costs of our officers and other employees and consultants that we now expect will be paid by our advisor or its affiliates. We may issue equity awards to officers, employees and consultants, which awards would decrease net income and funds from operations and may further dilute our stockholders’ investment. We cannot reasonably estimate the amount of fees to our advisor we would save or the costs we would incur if we became self-managed. If the expenses we assume as a result of an internalization are higher than the expenses we avoid paying to our advisor, then our earnings per share and funds from operations per share would be lower as a result of the internalization than it otherwise would have been, potentially decreasing the amount of funds available to distribute to our stockholders and the value of our shares.

If we internalize our management functions, we could have difficulty integrating these functions as a stand-alone entity. Currently, our advisor and its affiliates perform asset management and general and administrative functions, including accounting and financial reporting, for multiple entities. These personnel have a great deal of knowledge and experience which provides us with economies of scale. We may fail to properly identify the appropriate mix of personnel and capital needs to operate as a stand-alone entity. An inability to manage an internalization transaction effectively could thus result in our incurring excess costs and suffering deficiencies in our disclosure controls and procedures or our internal control over financial reporting. Such deficiencies could cause us to incur additional costs, and our management’s attention could be diverted from most effectively managing our real estate assets. In recent years, internalization transactions have been the subject of stockholder litigation. Stockholder litigation can be costly and time-consuming, and there can be no assurance that any litigation expenses we might incur would not be significant or that the outcome of litigation would be favorable to us. Any amounts we are required to expend in defending against such litigation would reduce the amount of funds available for investment by us in properties or other investments and the amount of funds available for distributions to stockholders.13

15If we internalize our management functions, then we could have difficulty integrating these functions as a stand-alone entity. Currently, our advisor and its affiliates perform asset management and general and administrative functions, including accounting and financial reporting, for multiple entities. These personnel have a great deal of knowledge and experience which provides us with economies of scale. We may fail to properly identify the appropriate mix of personnel and capital needs to operate as a stand-alone entity. An inability to effectively manage an internalization transaction could cause us to incur excess costs and suffer deficiencies in our disclosure controls and procedures or our internal control over financial reporting. Such deficiencies could cause us to incur additional costs, and our management’s attention could be diverted from most effectively managing our real estate assets. In recent years, internalization transactions have been the subject of stockholder litigation. Stockholder litigation can be costly and time-consuming, and there can be no assurance that any litigation expenses we might incur would not be significant or that the outcome of litigation would be favorable to us. Any amounts we are required to expend in defending against such litigation would reduce the amount of funds available for investment by us in properties or other investments and the amount of funds available for distributions to stockholders.

If we were to internalize our management or if another investment program, whether sponsored by our ~~sponsor~~Sponsor or otherwise, hires the employees of our advisor in connection with its own internalization transaction or otherwise, then our ability to conduct our business may be adversely affected.

We rely on persons employed by affiliates and the parent company of our advisor to manage our day-to-day operations. If we were to effectuate an internalization of our advisor, then we may not be able to retain all of the employees of the parent or affiliates of our advisor or to maintain a relationship with our ~~sponsor~~Sponsor. In addition, some of the employees of our advisor and affiliates provide services to one or more other investment programs, including Hartman ~~Short~~Retail ~~Term~~III, ~~Income~~DST ~~Properties~~and XXHartman Total Return Fund, Inc. These programs or third parties may decide to retain some or all of advisor’s key employees in the future. If this occurs, then these programs could hire certain of the persons currently employed by our advisor and its affiliates who are most familiar with our business and operations, thereby potentially adversely impacting our business.

If we are unable to obtain funding for future capital needs, then cash distributions to our stockholders could be reduced and the value of our investments could decline.

If we need additional capital in the future to improve or maintain our properties or for any other reason, then we may have to obtain financing from sources beyond our cash flow from operations, such as borrowings, sales of assets or future equity offerings. These sources of funding may not be available on attractive terms or at all. If we cannot procure additional funding for capital improvements, then our investments may generate lower cash flows or decline in value, or both, which would limit our ability to make distributions to our stockholders and could reduce the value of an investment ins hares of our common stock.

Risks Related to Conflicts of Interest

Our advisor and its affiliates, including all of our executive officers, our affiliated directors and other key real estate professionals, will face conflicts of interest caused by their compensation arrangements with us, which could result in actions that are not in the long-term best interests of our stockholders.

Our advisor and its affiliates receive substantial fees from us. These fees could influence our advisor’s advice to us. Among other matters, these compensation arrangements could affect their judgment with respect to:

•the continuation, renewal or enforcement of our agreements with our advisor and its affiliates, including the advisory agreement and the property management agreements we expect to enter into with our property manager;

•offerings of equity by us, which ~~will~~would likely entitle our advisor to increased acquisition, asset management and disposition fees;

•acquisitions of properties, which would entitle our advisor to acquisition and asset management fees, and, in the case of acquisitions or investments from programs sponsored by our ~~sponsor~~Sponsor or its affiliates, might entitle affiliates of our advisor to disposition fees in connection with its services for the seller;

•borrowings to acquire properties and other investments, which ~~will~~would increase the acquisition, debt financing and asset management fees payable to our advisor;

•whether and when we seek to list our common stock on a national securities exchange, which listing could entitle the holder of the special limited partnership interests to have its interests in our operating partnership redeemed; and

•whether and when we seek to sell the ~~company~~Company or its assets, which sale could entitle our advisor to disposition fees.

The asset management fees our advisor receives in connection with the acquisition and management of our assets are based on the cost of the investment, and not based on the value of the investment or the quality of the services rendered to us. This may influence our advisor to recommend riskier transactions to us. Our advisor will have considerable discretion with respect to the terms and timing of acquisition, disposition and leasing transactions. In evaluating investments and other management strategies, the opportunity to earn these fees may lead our advisor to place undue emphasis on criteria relating to its compensation at the expense of other criteria, such as the preservation of capital, to achieve higher short-term compensation. Payment of fees and expenses to our advisor and our dealer manager will reduce the cash available for distribution and could result in decisions that are not in the best interests of our stockholders.14

WeThe ~~may~~asset ~~compete~~management fees that our advisor receives in connection with ~~affiliates~~the acquisition and management of our ~~sponsor,~~assets ~~including~~are ~~Hartman~~based ~~Short~~on ~~Term~~the ~~Income~~cost ~~Properties~~of XXthe investment, ~~Inc~~not on the value of the investment or the quality of the services rendered to us., ~~for~~This ~~opportunities~~may influence our advisor to ~~acquire~~recommend orriskier ~~sell~~transactions to us. Our advisor will have considerable discretion with respect to the terms and timing of acquisition, disposition and leasing transactions. In evaluating investments and other management strategies, ~~which~~the opportunity to earn these fees may ~~have~~lead anour ~~adverse~~advisor ~~impact~~to place undue emphasis on ~~our~~criteria ~~operations~~relating to its compensation at the expense of other criteria, such as the preservation of capital, to achieve higher short-term compensation. Payment of fees and expenses to our advisor and our dealer manager will reduce the cash available for distribution and could result in decisions that are not in the best interests of our stockholders

WeOur ~~may~~advisor ~~compete~~will ~~with~~face ~~affiliates~~conflicts of ~~our~~interest ~~sponsor,~~relating ~~including Hartman Short Term Income Properties XX, Inc., a public, non-listed REIT with investment policies and objectives similar~~ to ~~our~~joint ~~own,~~ventures ~~for~~that ~~opportunities~~we ~~to acquire or sell properties. We~~ may ~~also~~form ~~buy~~with orits ~~sell properties at the same time as~~ affiliates ~~of our sponsor. In this regard~~, ~~there~~which isconflicts acould ~~risk~~result ~~that our sponsor will select for us investments that provide lower returns to us than investments purchased by its affiliates. Certain of our affiliates own or manage properties~~ in ~~geographical~~a ~~areas~~disproportionate inbenefit ~~which we expect~~ to ~~own~~the ~~properties.~~other Asventure apartners ~~result~~at of our ~~potential competition with~~ expense.

16If approved by our independent directors, then we may enter into joint venture agreements with other programs sponsored by our Sponsor or its affiliates for the acquisition, development or improvement of properties or other investments. Our advisor and the advisors to other Hartman-sponsored programs have the same executive officers and key employees; and these persons will face conflicts of interest in determining which Hartman-sponsored program should enter into any particular joint venture agreement. These persons may also face a conflict in structuring the terms of the relationship between our interests and the interests of the Hartman-affiliated co-venturer and in managing the joint venture. Any joint venture agreement or transaction between us and a Hartman-affiliated co-venturer will not have the benefit of arm’s-length negotiation of the type normally conducted between unrelated co-venturers. The Hartman-affiliated co-venturer may have economic or business interests or goals that are or may become inconsistent with our business interests or goals. These co-venturers may thus be either to our and your benefit or detriment.

affiliates of our sponsor, certain investment opportunities that would otherwise be available to us may not in fact be available. This competition may also result in conflicts of interest that are not resolved in our favor.

Our advisor will face conflicts of interest relating to joint ventures that we may form with its affiliates; which conflicts could result in a disproportionate benefit to the other venture partners at our expense.

If approved by our independent directors, we may enter into joint venture agreements with other programs sponsored by our sponsor or its affiliates for the acquisition, development or improvement of properties or other investments. Our advisor and the advisors to other Hartman-sponsored programs have the same executive officers and key employees; and these persons will face conflicts of interest in determining which Hartman-sponsored program should enter into any particular joint venture agreement. These persons may also face a conflict in structuring the terms of the relationship between our interests and the interests of the Hartman-affiliated co-venturer and in managing the joint venture. Any joint venture agreement or transaction between us and a Hartman-affiliated co-venturer will not have the benefit of arm’s-length negotiation of the type normally conducted between unrelated co-venturers. The Hartman-affiliated co-venturer may have economic or business interests or goals that are or may become inconsistent with our business interests or goals. These co-venturers may thus be either to our and your benefit or detriment.

Our advisor, the real estate professionals assembled by our advisor and their affiliates and officers will face competing demands relating to their time, and this may cause our operations and your investment to suffer.

We rely on the parent company to our advisor, the real estate professionals our advisor has assembled and their affiliates and officers for the day-to-day operation of our business. Our advisor, its real estate professionals and affiliates, including our officers, have interests in other programs sponsored by our ~~sponsor~~Sponsor and its affiliates and engage in other business activities. As a result of their interests in such other programs and the fact that they have engaged in and they will continue to engage in other business activities, they will face conflicts of interest in allocating their time among us, our advisor and such other programs and other business activities in which they are involved. Should our advisor breach its fiduciary duty to us and our stockholders by inappropriately devoting insufficient time or resources to our business due to the competing demands of other programs, our operations, the returns on our investments, and therefore our profitability, may suffer.

Our ~~executive~~advisor ~~officers~~serves ~~and~~also ~~some~~as the sponsor of ~~our~~the ~~director’s~~Company. ~~face~~Both ~~conflicts~~entities ofare ~~interest~~wholly ~~related~~owned toby ~~their~~one ~~positions~~individual. ~~with~~The ~~our~~concentration ~~advisor~~of ~~and~~control ~~its~~in ~~affiliates,~~a ~~which~~single ~~could~~individual presents ~~hinder~~a governance ~~our~~risk. ~~ability~~This structure may lead to ~~implement~~conflicts ~~our~~of ~~business~~interest, ~~strategy~~reduced accountability, and todecisions ~~generate~~that ~~returns~~prioritize tothe ~~you~~sponsor’s interests over those of shareholders.

Our ~~executive~~sponsor ~~officers~~ and ~~our~~advisor ~~affiliated~~are ~~directors~~under ~~are~~the ~~also~~common ~~executive~~control ~~officers,~~of ~~directors,~~a ~~managers~~single ~~and~~individual. ~~key~~This ~~professionals~~concentration of ~~our~~authority ~~advisor~~may ~~and~~create ~~other~~conflicts ~~entities~~of ~~affiliated with our sponsor~~interest, ~~including~~as ~~Hartman~~the ~~Short~~same ~~Term~~person ~~Income~~may ~~Properties~~be ~~XX,~~incentivized ~~Inc. Their loyalties~~ to ~~these~~make ~~other~~decisions ~~entities~~that ~~could~~benefit ~~result~~the insponsor ~~actions~~ or inadvisor ~~actions~~at ~~that breach their fiduciary duties to us and are detrimental to our business, which could harm~~ the ~~implementation~~expense of our ~~business strategy and our investment and leasing opportunities~~stockholders. IfThis werisk dois ~~not~~mitigated ~~successfully~~by ~~implement~~the ~~our~~fact ~~business~~that ~~strategy,~~the wesponsor ~~may~~has bea ~~unable~~limited toinfluence ~~generate~~on the ~~cash~~Company, ~~needed~~and tothe ~~make~~independent ~~distributions~~board toof ~~our~~directors ~~stockholders~~can ~~and~~terminate ~~to maintain or increase~~ the ~~value~~advisor ofat ~~our~~any ~~assets~~time.

Risks Related to Our Organizational Structure

Maryland law and our organizational documents limit your right to bring claims against our officers and directors.

Maryland law provides that a director will not have any liability as a director so long as he or she performs his or her duties in accordance with the applicable standard of conduct. In addition, our charter provides that, subject to the applicable limitations set forth therein or under Maryland law, no director or officer will be liable to us or our stockholders for monetary damages. Our charter also provides that we will generally indemnify and advance expenses to our directors, our officers, our advisor and its affiliates for losses they may incur by reason of their service in those capacities subject to any limitations under Maryland law or in our charter. As a result, we and our stockholders may have more limited rights against these persons than might otherwise exist under common law. In addition, we may be obligated to fund the defense costs incurred by these persons in some cases. However, our charter provides that we may not indemnify our directors, our advisor and its affiliates for loss or liability suffered by them or hold our directors or our advisor and its affiliates harmless for loss or liability suffered by us unless they have determined that the course of conduct that caused the loss or liability was in our best interests, they were acting on our behalf or performing services for us, the liability was not the result of negligence or misconduct by our non-independent directors, our advisor and its affiliates or gross negligence or willful misconduct by our independent directors, and the indemnification or obligation to hold harmless is recoverable only out of our net assets, including the proceeds of insurance, and not from the stockholders.

Our charter limits the number of shares a person may own, which may discourage a takeover that could otherwise benefit our stockholders.

Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Our charter restricts the direct or indirect ownership by one person or entity to no more than 9.8% of the value of the aggregate of our then outstanding shares of capital stock (which includes common stock and any preferred stock or convertible stock we may issue) and no more than 9.8% of the value or number of shares, whichever is more restrictive, of the aggregate of our then outstanding common stock unless exempted (prospectively or retroactively) by our board of directors. These restrictions may discourage a change of control of us and may deter individuals or entities from making tender offers for shares of our common stock on terms that might be financially attractive to stockholders or which may cause a change in our management. In addition to deterring potential transactions that may be favorable to our stockholders, these provisions may also decrease our stockholders’ ability to sell shares of our common stock.

We may issue preferred stock, convertible stock or other classes of common stock, which issuance could adversely affect the holders of our common stock.

Our stockholders do not have preemptive rights to any shares issued by us in the future. We may issue, without stockholder approval, preferred stock, convertible stock or other classes of common stock with rights that could dilute the value of shares of common stock. However, the issuance of preferred stock or convertible stock must be approved by a majority of our independent directors not otherwise interested in the transaction, who will have access, at our expense, to our legal counsel or to independent legal counsel. The issuance of preferred stock or other classes of common stock could increase the number of stockholders entitled to distributions without simultaneously increasing the size of our asset base.

Our charter, as amended and supplemented to date, authorizes us to issue up to ~~900~~950,000,000 shares of capital stock, ~~classified~~of aswhich ~~common stock~~270,000,000 ~~par~~are ~~value~~classified ~~$0.01~~as ~~per~~Class ~~share.~~A ~~270~~Shares, 280,000,000 are classified ~~and designated~~ as Class AI ~~common stock (“Class A~~ Shares”), 280,000,000 are classified ~~and designated~~ as Class S ~~common stock ("Class S~~ Shares"), ~~280~~70,000,000 are classified ~~and designated~~ as Class IT ~~common stock ("Class I~~ Shares"), and 7050,000,000 are classified ~~and designated~~ as ~~Class~~shares Tof ~~Common~~preferred stock ~~(“Class~~without Tpar ~~Shares”)~~value. Our board of directors, with the approval of a majority of the entire board of directors and without any action by our stockholders, may ~~further~~ amend our charter from time to time to increase or decrease the aggregate number of authorized shares of capital stock or the number of authorized shares of capital stock of any class or series. If we ever create and issue preferred stock or convertible stock with a distribution preference over common stock, then payment of any distribution preferences of outstanding preferred stock or convertible stock would reduce the amount of funds available for the payment of distributions on our common stock. Further, holders of preferred stock are normally entitled to receive a preference payment in the event we liquidate, dissolve or wind up before any payment is made to our common stockholders, likely reducing the amount common stockholders would otherwise receive upon such an occurrence. In addition, under certain circumstances, the issuance of preferred stock or a separate class or series of common stock may render more difficult or tend to discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of our securities and the removal of incumbent management.

Our UPREIT structure may result in potential conflicts of interest with limited partners in our operating partnership whose interests may not be aligned with those of our stockholders.

We are structured as an “UPREIT,” which stands for “umbrella partnership real estate investment trust.” We use the UPREIT structure because a contribution of property directly to us is generally a taxable transaction to the contributing property owner. In the UPREIT structure, a contributor of a property who desires to defer taxable gain on the transfer of a property may transfer the property to our operating partnership in exchange for limited partnership interests and defer taxation of gain until the contributor later exchanges his or her limited partnership interests for shares of our common stock. We believe that using an UPREIT structure gives us an advantage in acquiring desired properties from persons who may not otherwise sell their properties because of unfavorable tax results.

Our operating partnership may issue limited partner interests in connection with certain transactions. Limited partners in our operating partnership have the right to vote on certain amendments to the operating partnership agreement, as well as on certain other matters. Persons holding such voting rights may exercise them in a manner that conflicts with the interests of our stockholders. As general partner of our operating partnership, we are obligated to act in a manner that is in the best interest of all partners of our operating partnership. Circumstances may arise in the future when the interests of limited partners in our operating partnership may conflict with the interests of our stockholders. These conflicts may be resolved in a manner stockholders do not believe are in their best interest.

In addition, the special limited partnership interest holder is an affiliate of our advisor and, as the special limited partner in our operating partnership, may be entitled to: (1) receive certain distributions upon the disposition of certain of our operating partnership’s assets; or (2) a one-time payment in the form of cash, interests in our operating partnership or shares in connection with the redemption of the special limited partnership interests upon the occurrence of a listing of our shares on a national stock exchange or certain events that result in the termination or a non-renewal of our advisory agreement. The special limited partnership interest holder will only become entitled to the compensation after stockholders have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.0% cumulative, non-compounded annual pre-tax return on such invested capital. This potential obligation to make substantial payments to the holder of the special limited partnership interests would reduce the overall return to stockholders to the extent such return exceeds 6.0%.

partnership interest holder will only become entitled to the compensation after stockholders have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.0% cumulative, non-compounded annual pre-tax return on such invested capital. This potential obligation to make substantial payments to the holder of the special limited partnership interests would reduce the overall return to stockholders to the extent such return exceeds 6.0%.

Our stockholders have limited control over changes in our policies and operations, which increases the uncertainty and risks faced by our stockholders.

Our board of directors determines our major policies, including our policies regarding financing, growth, debt capitalization, REIT qualification and distributions. Our board of directors may amend or revise these and other policies without a vote of our stockholders. Under the Maryland General Corporation Law and our charter, our stockholders have a right to vote only on limited matters. Our board’s broad discretion in setting policies and our stockholders’ inability to exert control over those policies increases the uncertainty and risks faced by our stockholders.

Our stockholders’ investment returns may be reduced if we are required to register as an investment company under the Investment Company Act; if we are subject to registration under the Investment Company Act, we will not be able to continue our business.

Neither we, our operating partnership nor any of our subsidiaries intend to register as an investment company under the Investment Company Act of 1940. Our operating partnerships and subsidiaries’ intended investments in real estate will represent the substantial majority of our total asset mix. In order for us not to be subject to regulation under the Investment Company Act of 1940, we engage, through our operating partnership and our wholly and majority-owned subsidiaries, primarily in the business of buying real estate. These investments must be made within a year after our initial public offering ends.

Section 3(a)(1)(A) of the Investment Company Act of 1940 defines an investment company as any issuer that is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment Company Act of 1940 defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis, which we refer to as the “40% test.” Excluded from the term “investment securities,” among other things, are U.S. government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940.

We believe that we, our operating partnership and most of the subsidiaries of our operating partnership will not fall within either definition of investment company under Section 3(a)(1) of the Investment Company Act of 1940 as we intend to invest primarily in real property, through our operating partnership or our operating partnership’s wholly or majority-owned subsidiaries, the majority of which we expect to have at least 60% of their assets in real property. As these subsidiaries would be investing either solely or primarily in real property, they would be outside of the definition of “investment company” under Section 3(a)(1)(C) of the Investment Company Act of 1940. We are organized as a holding company that conducts its businesses primarily through our operating partnership, which in turn is a company conducting its business of investing in real property either directly or through its subsidiaries. Both we and our operating partnership intend to conduct our operations so that we comply with the 40% test. We will monitor our holdings to ensure continuing and ongoing compliance with this test. In addition, we believe that neither we nor our operating partnership will be considered an investment company under Section 3(a)(1)(A) of the Investment Company Act of 1940 because neither we nor our operating partnership will engage primarily or hold itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Rather, through our operating partnership or our operating partnership’s wholly owned or majority-owned subsidiaries, we and our operating partnership will be primarily engaged in the business of purchasing or otherwise acquiring real property.

In the event that the value of investment securities held by a subsidiary of our operating partnership were to exceed 40% of the value of its total assets, we expect that subsidiary to be able to rely on the exclusion from the definition of “investment company” provided by Section 3(c)(5)(C) of the Investment Company Act of 1940. Section 3(c)(5)(C), as interpreted by the staff of the SEC, requires each of our subsidiaries relying on this exception to invest at least 55% of its portfolio in “mortgage and other liens on and interests in real estate,” which we refer to as “qualifying real estate assets,” and maintain at least 80% of its assets in qualifying real estate assets or other real estate-related assets. The remaining 20% of the portfolio can consist of miscellaneous assets. What we buy and sell is therefore limited by these criteria. How we determine to classify our assets for purposes of the Investment Company Act of 1940, will be based in large measure upon no-action letters issued by the SEC staff in the past and other SEC interpretive guidance and, in the absence of SEC guidance, on our view of what constitutes a qualifying real estate asset and a real estate-related asset. These no-action positions were issued in accordance with factual situations that may be substantially different from the factual situations we may face, and a number of these no-action positions were issued more than ten years ago. Pursuant to this guidance, and depending on the characteristics of the specific investments, certain mortgage loans, participations in mortgage loans, mortgage-backed securities, mezzanine loans, joint venture investments and the equity securities of other entities may not constitute qualifying real estate assets and therefore investments in these types of assets may be limited. No assurance can be given that the SEC or its staff will concur with our classification of our assets. Future revisions to the Investment Company Act of 1940 or further guidance from the SEC staff may cause us to lose our exclusion from the definition of ‘investment company’ or force us to re-evaluate our portfolio and our investment strategy. Such changes may prevent us from operating our business successfully.

in the past and other SEC interpretive guidance and, in the absence of SEC guidance, on our view of what constitutes a qualifying real estate asset and a real estate-related asset. These no-action positions were issued in accordance with factual situations that may be substantially different from the factual situations we may face, and a number of these no-action positions were issued more than ten years ago. Pursuant to this guidance, and depending on the characteristics of the specific investments, certain mortgage loans, participations in mortgage loans, mortgage-backed securities, mezzanine loans, joint venture investments and the equity securities of other entities may not constitute qualifying real estate assets and therefore investments in these types of assets may be limited. No assurance can be given that the SEC or its staff will concur with our classification of our assets. Future revisions to the Investment Company Act of 1940 or further guidance from the SEC staff may cause us to lose our exclusion from the definition of ‘investment company’ or force us to re-evaluate our portfolio and our investment strategy. Such changes may prevent us from operating our business successfully.

There can be no assurance that the laws and regulations governing the Investment Company Act of 1940 status of REITs, including more specific or different guidance regarding these exclusions that may be published by the SEC or its staff, will not change in a manner that adversely affects our operations. For instance, in 2011, the SEC solicited public comment on a wide range of issues relating to Section 3(c)(5)(C) of the Investment Company Act of 1940, including the nature of the assets that qualify for purposes of the exclusion. In addition, the SEC or its staff could take action that results in our or our subsidiary’s failure to maintain an exception or exemption from the Investment Company Act of 1940.

In the event that we, or our operating partnership, were to acquire assets that could make either entity fall within one of the definitions of an investment company under Section 3(a)(1) of the Investment Company Act of 1940, we believe that we would still qualify for an exclusion from registration pursuant to Section 3(c)(6) of the Investment Company Act of 1940. Although the SEC staff has issued little interpretive guidance with respect to Section 3(c)(6), we believe that we and our operating partnership may rely on Section 3(c)(6) if 55% of the assets of our operating partnership consist of, and at least 55% of the income of our operating partnership is derived from, qualifying real estate assets owned by wholly owned or majority-owned subsidiaries of our operating partnership.

To ensure that neither we, our operating partnership nor any of our subsidiaries are required to register as an investment company, each entity may be unable to sell assets that it would otherwise want to sell and may need to sell assets that it would otherwise wish to retain. In addition, we, our operating partnership or our subsidiaries may be required to acquire additional income- or loss-generating assets that we might not otherwise acquire or forego opportunities to acquire interests in companies that we would otherwise want to acquire. Although we, our operating partnership and our subsidiaries intend to monitor our portfolio periodically and prior to each acquisition and disposition, any of these entities may not be able to remain outside the definition of ‘investment company’ or maintain an exclusion from the definition of an investment company. If we, our operating partnership or our subsidiaries are required to register as an investment company but fail to do so, the unregistered entity would be prohibited from engaging in our business, and criminal and civil actions could be brought against such entity. In addition, the contracts of such entity would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of the entity and liquidate its business.18

To ensure that neither we, our operating partnership nor any of our subsidiaries are required to register as an investment company, each entity may be unable to sell assets that it would otherwise want to sell and may need to sell assets that it would otherwise wish to retain. In addition, we, our operating partnership or our subsidiaries may be required to acquire additional income- or loss-generating assets that we might not otherwise acquire or forego opportunities to acquire interests in companies that we would otherwise want to acquire. Although we, our operating partnership and our subsidiaries intend to monitor our portfolio periodically and prior to each acquisition and disposition, any of these entities may not be able to remain outside the definition of ‘investment company’ or maintain an exclusion from the definition of an investment company. If we, our operating partnership or our subsidiaries are required to register as an investment company but fail to do so, then the unregistered entity would be prohibited from engaging in our business, and criminal and civil actions could be brought against such entity. In addition, the contracts of such entity would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of the entity and liquidate its business.

Although we have opted out of certain anti-takeover provisions of Maryland law, our board of directors could opt into these protections in the future, which may make it more difficult for us to be acquired and may prevent stockholders from receiving a premium price for their stock in connection with a business combination.

Under Maryland law, “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:

•any person who beneficially owns 10% or more of the voting power of the then outstanding voting stock of the corporation; or

•an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.

Another anti-takeover statute under Maryland law, the Control Share Acquisition Act, provides that the holders of “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights with respect to such control shares, except to the extent approved by a vote of two-thirds of the votes entitled to vote generally in the election of directors, excluding votes cast by the acquirer, by officers or by directors who are employees of the corporation. Should our board of directors opt into these provisions of Maryland Law in the future, it may discourage offers from third parties to acquire us and increase the difficulty of consummating any offer.

We may become subject to certain other anti-takeover provisions of Maryland law that would make it harder for stockholders to change the composition of our board of directors and may prevent stockholders from receiving a premium price for their shares in connection with an unsolicited takeover.

Subtitle 8 of Title 3 of the Maryland General Corporation Law, or the MGCL, or Subtitle 8, permits the board of directors of a Maryland corporation that has a class of securities registered under the Exchange Act and that has at least three independent directors, to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in its charter or bylaws, to certain additional anti-takeover provisions, which would allow for, among other things, the classification of our board without stockholder approval and the imposition of a two-thirds vote requirement for removing a director; and require that vacancies on the board of directors be filled only by the remaining directors and (if the board is classified) for the remainder of the full term of the class of directors in which the vacancy occurred, and a majority vote for the calling of a stockholder-requested special meeting of stockholders. We have elected by a provision in our charter that, at such time, if ever, as we are eligible to make a Subtitle 8 election, vacancies on our board may be filled only by the remaining directors and for the remainder of the full term of the directorship in which the vacancy occurred. We have not elected to be subject to the other provisions of Subtitle 8, and as discussed above, to do so we must have a class of equity securities registered under the Exchange Act and at least three independent directors. While we expect to meet the first of these requirements, we have only two independent directors at this time, and we have no current plan to add a third, although that may change. Accordingly, our board of directors may in the future elect, at such time as we are eligible to make a Subtitle 8 election and without stockholder approval, to classify our board or to become subject to any of the other provisions of Subtitle 8. Any of these provisions could make it more difficult and more time consuming for stockholders to change the composition of our board of directors and could prevent stockholders from receiving a premium price for their shares in connection with an unsolicited takeover.

Our charter includes an anti-takeover provision that may discourage a stockholder from launching a tender offer for our shares.

Our charter provides that any tender offer made by a stockholder, including any “mini-tender” offer, must comply with most of the provisions of Regulation 14D of the Exchange Act. The offering stockholder must provide our company notice of such tender offer at least ten business days before initiating the tender offer. If the offering stockholder does not comply with these requirements, ~~our~~then ~~company~~we ~~will~~would have the right to redeem that stockholder’s shares and any shares acquired in such tender offer. In addition, the non-complying stockholder shall be responsible for all of our company’s expenses in connection with that stockholder’s noncompliance. This provision of our charter may discourage a stockholder from initiating a tender offer for our shares and prevent our stockholders from receiving a premium price for your shares in such a transaction.

Risks Related to Investments in Real Estate

A decrease in demand for office, retail or industrial space may have a material adverse effect on our financial condition and results of operations.

Our portfolio of properties consists primarily of office, retail, industrial, and warehouse properties. A decrease in ~~the~~ demand for office, retail or industrial space ~~may~~could have a ~~greater~~material adverse effect on our ~~business and~~ financial condition ~~than~~and ifresults weof ~~owned a more diversified real estate portfolio~~operations. If parts of our properties are leased within a particular sector, then a significant downturn in that sector in which the tenants’ businesses operate would adversely affect our results of operations.

Economic and regulatory changes that impact the real estate market generally may decrease the value of our investments and weaken our operating results.

The properties we own and may subsequently acquire, and their performance, are subject to the risks typically associated with real estate, including:

• downturns in national, regional and local economic conditions;

• competition;

• adverse local conditions, such as oversupply or reduction in demand and changes in real estate zoning laws that may reduce the desirability of real estate in an area;

• vacancies, changes in market rental rates and the need to periodically repair, renovate and re-let space;

• changes in the supply of or the demand for similar or competing properties in an area;

• changes in interest rates and the availability of permanent mortgage financing, which may render the sale of a property or loan difficult or unattractive;

• changes in governmental regulations, including those involving tax, real estate usage, environmental and zoning laws; and

• periods of high interest rates and tight money supply.

Any of the above factors, or a combination thereof, could result in a decrease in the value of our investments, which would have an adverse effect on our results of operations, reduce the cash available for distributions and the return on our stockholders’ investments.

Global and U.S. market, political and economic conditions may adversely affect our liquidity and financial condition and those of our tenants.

While recent economic data reflects ~~moderate~~an economic ~~growth~~slowdown in the United States, the cost and availability of credit may continue to be adversely affected by governmental budget and global economic factors. Concern about continued stability of the economy and credit markets generally, and the strength of counterparties specifically, has led many lenders and institutional investors to reduce or, in some cases, cease to provide funding to borrowers. Volatility in the U.S. and international capital markets and concern over a return to recessionary conditions in global economies may adversely affect the liquidity and financial condition of our tenants and us. If these market conditions continue, they may limit our ability to timely refinance maturing liabilities and access the capital markets to meet liquidity needs. Further instability in foreign countries caused by political upheaval or real or threatened armed conflicts could adversely affect the U.S. and local economies, trading markets, jobs, interest rates and lending practices and may adversely affect our liquidity and financial condition as well as the ability of our tenants to pay rent.

Market trends and other conditions outside of our control could decrease the value of our investments and weaken our operating results.

Our performance and the value of our portfolio are subject to risks associated with our investments in real estate assets and with trends in the real estate industry. Our economic performance and the value of our investments are subject to the risk that our properties may not generate revenues sufficient to meet our operating expenses or other obligations. A deficiency of this nature would adversely impact our financial condition, results of operations, cash flows and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

Events and conditions applicable to owners and operators of real estate that are beyond our control and could impact our economic performance and the value of our portfolio may include:

•local oversupply or reduction in demand for commercial space of the type we own or are purchasing, which may result in decreasing rental rates and greater concessions to tenants;

•inability to collect rent from tenants;

•vacancies or inability to rent space on favorable terms or at all;

•inability to finance property development and acquisitions on favorable terms or at all;

•increased operating costs, including insurance premiums, utilities, and real estate taxes;

•costs of complying with changes in governmental regulations;

•the relative illiquidity of real estate investments;

•changing submarket demographics;

•changes in space utilization by our tenants due to technology, economic conditions and business culture;

•the development of harmful mold or other airborne toxins or contaminants that could damage our properties or expose us to third-party liabilities; and

•property damage resulting from seismic activity, flood, or other natural disasters.

A downturn in oil demand or weakening of the oil and gas markets could adversely affect our financial condition, results of operations, and our ability to borrow funds.

Our investment strategy relies heavily on locating and operating properties in Texas, including properties located in the major metropolitan areas of Dallas/Fort Worth, Houston and San Antonio. The economies of these cities rely on the exploration, production and processing of oil, natural gas and petrochemicals. A prolonged weakening in the price of oil could make oil exploration and related industries unprofitable for certain companies, forcing them out of the business or forcing them to downsize their operations. To the extent that we lease space to oil and gas companies or companies that support the oil and gas industry, our operations could be negatively impacted by the loss of tenants or less demand for space in our buildings.

operations. To the extent that we lease space to oil and gas companies or companies that support the oil and gas industry, our operations could be negatively impacted by the loss of tenants or less demand for space in our buildings.

To the extent that oil producers have borrowed from lending institutions and are no longer able to repay their debt, lending practices in Texas could be negatively impacted, making funds more difficult to borrow or more expensive to borrow.

The loss or downsizing of a significant tenant in a property could adversely affect our financial condition, results of operations, ability to borrow funds and cash flows.

Our financial condition, results of operations, ability to borrow funds, and cash flows would be adversely affected if any of our significant tenants in a property fails to renew its lease, renews its lease on terms less favorable to us, renews for less space due to economic conditions or more efficient use of space or becomes bankrupt or insolvent or otherwise unable to satisfy its lease obligations and we are unable to re-lease the space.

If we enter into long-term leases with our tenants, then those leases may not result in fair value over time.

Long-term leases do not allow for significant changes in rental payments and do not expire in the near term. If we do not accurately judge the potential for increases in market rental rates when negotiating these long-term leases, then significant increases in future property operating costs could result in receiving less than fair value from these leases. Such circumstances would adversely affect our revenues and funds available for distribution.

~~Downturn in our tenants’ businesses may reduce our revenues and cash flows.~~21

Downturns in our tenants’ businesses may reduce our revenues and cash flows.

We derive substantially all of our revenues from continuing operations from rental income and tenant reimbursements. A tenant may experience a downturn in its business or may never generate positive results of operations, which may weaken its financial condition and result in its failure to make timely rental payments or result in defaults under our leases. For tenants that operate pursuant to capital investments, an acceleration of losses may result in a faster than expected use of available cash. In the event of default by a tenant, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment.

The bankruptcy or insolvency of a major tenant also may adversely affect the income produced by our properties. If any tenant becomes a debtor in a case under federal bankruptcy law, then we ~~cannot~~would not be permitted to evict the tenant solely because of the bankruptcy. In addition, the bankruptcy court might permit the tenant to reject and terminate its lease with us. Our claim against the tenant for unpaid and future rent could be subject to a statutory cap that might be substantially less than the remaining rent actually owed under the lease. Therefore, our claim for unpaid rent would likely not be paid in full. Any losses resulting from the bankruptcy of any of our existing tenants could adversely impact our financial condition, results of operations, cash flows and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

We are subject to governmental regulations that may affect the renovations to, and use of, our properties.

Our properties are subject to regulation under federal laws, such as the Americans with Disabilities Act of 1990, or the ADA, pursuant to which all public accommodations must meet federal requirements related to access and use by disabled persons, and state and local laws addressing earthquake, fire and life safety requirements. Although we believe that our properties will substantially comply with requirements under applicable governmental regulations, it is possible that any of our properties could be audited or investigated for compliance by any regulatory agency. If we ~~were~~do not incomply ~~compliance~~ with material provisions of the ADA or other regulations affecting our properties, then we might be required to take remedial action, which could include making modifications or renovations to properties. Federal, state, or local governments may also enact future laws and regulations that could require us to make significant modifications or renovations to our properties. If we were to incur substantial costs to comply with the ADA or any other regulations, then our financial condition, results of operations, cash flows and our ability to satisfy our debt service obligations and to pay dividends and distributions to our ~~security~~stockholders ~~holders~~ could be adversely affected.

We face significant competition, which may decrease the occupancy and rental rates of our properties.

We compete with developers, owners and operators of office and retail properties and other commercial real estate, many of which own properties similar to the properties that we expect to acquire, in the same submarkets in which our properties are located, but which have lower occupancy rates than our properties. Therefore, our competitors have an incentive to decrease rental rates until their available space is leased. If our competitors offer space at rental rates below the rates currently charged by us for comparable space, then we may be pressured to reduce our rental rates below those currently charged in order to retain tenants when our tenant leases expire. As a result, our financial condition, results of operations, cash flow and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders may be adversely affected.

23In order to maintain the quality of our properties and successfully compete against other properties, we must periodically spend money to maintain, repair and renovate our properties, which reduces our cash flows. If our properties are not as attractive to current and prospective tenants in terms of rent, services, condition, or location as properties owned by our competitors, then we could lose tenants or suffer lower rental rates. As a result, we may from time to time be required to make significant capital expenditures to maintain the competitiveness of our properties. There can be no assurances that any such expenditure would result in higher occupancy or higher rental rates, or deter existing tenants from relocating to properties owned by our competitors.

tenants when our tenant leases expire. As a result, our financial condition, results of operations, cash flow and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders may be adversely affected.

In order to maintain the quality of our properties and successfully compete against other properties, we must periodically spend money to maintain, repair and renovate our properties, which reduces our cash flows. If our properties are not as attractive to current and prospective tenants in terms of rent, services, condition, or location as properties owned by our competitors, we could lose tenants or suffer lower rental rates. As a result, we may from time to time be required to make significant capital expenditures to maintain the competitiveness of our properties. There can be no assurances that any such expenditure would result in higher occupancy or higher rental rates, or deter existing tenants from relocating to properties owned by our competitors.

We may be unable to complete acquisitions and successfully operate acquired properties.

Our ability to acquire properties own favorable terms and successfully operate them is subject to various risks, including the following:

•we may potentially be unable to acquire a desired property because of competition from other real estate investors with significant capital, including both publicly traded and private REITs, institutional investment funds and other real estate investors;

•even if we are able to acquire a desired property, competition from other real estate investors may significantly increase the purchase price;

•even if we enter into agreements for the acquisition of a desired property, we may be unable to complete such acquisitions because they remain subject to customary conditions to closing, including the completion of due diligence investigations to management’s satisfaction;

•we may be unable to finance acquisitions on favorable terms or at all;

•we may spend more than the budgeted amount in our operations, particular in the making of necessary improvements or renovations to acquired properties;

•we may be unable to lease acquired, developed, or redeveloped properties at projected economic lease terms or within budgeted timeframes;

•we may acquire properties that are subject to liabilities for which we may have limited or no recourse;

•we may be unable to complete an acquisition after making a nonrefundable deposit and incurring certain other acquisition-related costs;

•we may not complete or redevelop properties on schedule or within budgeted amounts;

•we may expend funds on and devote management’s time to acquisition or redevelopment of properties that we may not complete;

•we may encounter delays or refusals in obtaining all necessary zoning, land use, and other required entitlements, and building, occupancy, and other required governmental permits and authorizations;

•we may encounter delays, refusals, unforeseen cost increases, and other impairments resulting from third-party litigation; and

•we may fail to obtain the financial results expected from properties we acquire or redevelop.

If one or more of these events were to occur in connection with our acquired properties, then we could be required to recognize an impairment loss. These events could also have an adverse impact on our financial condition, results of operations, cash flow and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

Properties that have significant vacancies could be difficult to sell, which could diminish the return on your investment.

A property may incur vacancies through either the expiration or the continued default of a tenant lease. Long-term vacancies would reduce our revenues and the cash available for distributions. In addition, because the value of a property’s lease has a significant impact on that property’s market value, the resale value of properties with high or prolonged vacancies could suffer, further reducing the value of an investment in our ~~company~~Company.

We may own certain properties subject to ground leases and other restrictive agreements that limit our uses of the properties, restrict our ability to sell or otherwise transfer the properties and expose us to the loss of the properties if such agreements are breached by us, terminated or not renewed.

We may acquire properties that we lease individually on a long-term basis. These ground leases and other restrictive agreements may impose significant limitations on our uses of the subject property, restrict our ability to sell or otherwise transfer our interests in the property or restrict our leasing of the property. These restrictions may limit our ability to timely sell or exchange the properties, impair the properties’ value or negatively impact our ability to find suitable tenants for the properties. In addition, if we default under the terms of any particular lease, we may lose the ownership rights to the property subject to the lease. Upon expiration of a lease, we may not be able to renegotiate a new lease on favorable terms, if at all. The loss of the ownership rights to these properties or an increase of rental expense could have an adverse effect on our financial condition, results of operations, cash flow and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

or exchange the properties, impair the properties’ value or negatively impact our ability to find suitable tenants for the properties. In addition, if we default under the terms of any particular lease, we may lose the ownership rights to the property subject to the lease. Upon expiration of a lease, we may not be able to renegotiate a new lease on favorable terms, if at all. The loss of the ownership rights to these properties or an increase of rental expense could have an adverse effect on our financial condition, results of operations, cash flow and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

Real estate assets are illiquid, and we may not be able to sell our properties when we desire.

Our investments in our properties are relatively illiquid, limiting our ability to sell our properties quickly in response to changes in economic or other conditions. In addition, the Internal Revenue Code generally imposes a 100% prohibited transaction tax on profits derived by REITs from sales of properties held primarily for sale to customers in the ordinary course of business, which effectively limits our ability to sell properties other than on a selected basis. These restrictions on our ability to sell our properties could have an adverse effect on our financial condition, results of operations, cash flow, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.

Our advisor relies on information technology networks and systems in providing services to us, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.

Risks associated with security breaches, whether through cyber-attacks or cyber-intrusions over the ~~Internet~~internet, malware, computer viruses, attachments to e-mails, or otherwise, against persons inside our organization, persons with access to systems inside our organization, the U.S. government, financial markets or institutions, or major businesses, including tenants, could disrupt or disable networks and related systems, other critical infrastructures, and the normal operation of business. The risk of a security breach or disruption, particularly through cyber-attack or cyber-intrusion, including by computer hackers, foreign governments, and cyber-terrorists, has generally increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased. Even though we may not be specifically targeted, cyber-attacks on the U.S. government, financial markets, financial institutions, or other major businesses, including tenants, could disrupt our normal business operations and networks, which may in turn have a material adverse impact on our financial condition and results of operations.

IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations. They also may be critical to the operations of certain of our tenants. Although we believe we will be able to maintain the security and integrity of these types of networks and related systems, or implement various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems, and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. While, to date, we are not aware that we have experienced any significant cyber-attacks or cyber-intrusions, we may not be able to anticipate or implement adequate security barriers or other preventive measures. A security breach or other significant disruption involving our IT networks and related systems could:

•disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our tenants;

•result in misstated financial reports, violations of loan covenants, missed reporting deadlines, and/or missed permitting deadlines;

•result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;

•result in the unauthorized access to, and destruction, loss, theft, misappropriation, or release of proprietary, confidential, sensitive, or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive, or otherwise harmful purposes and outcomes;

•result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space;

•require significant management attention and resources to remedy any damages that result;

•subject us to claims for breach of contract, damages, credits, penalties, or termination of leases or other agreements; or

•damage our reputation among our tenants and stockholders generally.

Future terrorist activity or engagement in war by the United States may have an adverse effect on our financial condition and operating results.

Terrorist attacks in the United States ~~and~~or other acts of terrorism or ~~war,~~wars may result in declining economic activity, which could harm the demand for and the value of our properties. In addition, the public perception that certain locations are at greater risk for attack, such as major airports, ports, and rail facilities, may decrease the demand for and the value of our properties near these sites. A decrease in demand could make it difficult for us to renew or re-lease our properties at these sites at lease rates equal to or above historical rates. Terrorist activities also could directly impact the value of our properties through damage, destruction, or loss, and the availability of insurance for these acts may be less, and cost more, which could adversely affect our financial condition. To the extent that our tenants are impacted by future attacks, their businesses similarly could be adversely affected, including their ability to continue to honor their existing leases.

Terrorist acts and engagement in war by the United States also may adversely affect the markets in which our securities trade and may cause further erosion of business and consumer confidence and spending and may result in increased volatility in national and international financial markets and economies. Any one of these events may cause a decline in the demand for our office leased space, delay the time in which our new or renovated properties reach stabilized occupancy, increase our operating expenses, such as those attributable to increased physical security for our properties, and limit our access to capital or increase our cost of raising capital.

From time to time, we may be involved in legal proceedings, lawsuits and other claims. Unfavorable resolution of litigation matters and disputes could have a material adverse effect on our financial condition.

We may be named as defendants in lawsuits ~~allegedly~~ arising out of our ~~actions~~alleged acts and omissions or the ~~actions~~alleged acts and omissions of our operators and tenants. An unfavorable resolution of litigation could have ana material adverse effect on our financial condition, results of operations, cash flow, ~~our~~ ability to satisfy our debt service obligations, and ~~our~~ ability to pay dividends and distributions to our ~~security holders~~stockholders. Regardless of its outcome, litigation ~~may~~could result in substantial costs and expenses and significantly divert the attention of our management. There can be no assurance that we will be able to prevail in, or achieve a favorable settlement of, litigation. In addition, litigation, government proceedings or environmental matters could lead to increased costs or interruption of our normal business operations.

As of the date of this Annual Report on Form 10-K, we were involved in pending litigation the outcome of which could cause the foregoing risks to materialize. See the Item 3 of Part I of this Annual Report for further information.

Our joint venture partners could take actions that decrease the value of an investment to us and lower our stockholders’ overall return.

We may enter into joint ventures or other co-ownership arrangements with affiliates or with third parties having investment objectives similar to ours for the acquisition, development or improvement of properties as well as the acquisition of real estate-related investments. We may also purchase and develop properties in joint ventures or in partnerships, co-tenancies or other co-ownership arrangements with the sellers of the properties, affiliates of the sellers, developers or other persons. Such investments may involve risks not otherwise present with other forms of real estate investment, including, for example:

• the possibility that our co-venturer, co-tenant or partner in an investment might become bankrupt;

• the possibility that a co-venturer, co-tenant or partner in an investment might breach a loan agreement or other agreement or otherwise, by action or inaction, act in a way detrimental to us or the investment;

• that such co-venturer, co-tenant or partner may at any time have economic or business interests or goals that are or that become inconsistent with our business interests or goals;

• the possibility that we may incur liabilities as the result of the action taken by our partner or co-investor; or

• that such co-venturer, co-tenant or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives, including our policy with respect to qualifying and maintaining our qualification as a REIT.

Any of the above might subject a property to liabilities in excess of those contemplated and thus reduce our returns on that investment.

Because we rely on our advisor, its affiliates and third-party sub-managers to manage the day-to-day affairs of any properties we may acquire, should the staff of a particular property perform poorly, our operating results for that property will similarly be hindered and our net income may be reduced.

We depend upon the performance of our property managers to effectively manage our properties and real estate-related assets. In order to increase or maintain adequate occupancy levels, we may have to offer inducements, such as free rent, to compete for tenants. Poor performance by those sales, leasing and other management staff members operating a particular property will necessarily translate into poor results of operations for that particular property. Should our property manager, its affiliates or third-party sub-managers fail to identify problems in the day-to-day management of a particular property or fail to take the appropriate corrective action in a timely manner, our operating results may be hindered and our net income reduced.

~~If we are unable to sell a property for the price, on the terms, or within the time frame we desire, it could limit our ability to pay cash distributions to our stockholders.~~25

If we are unable to sell a property for the price, on the terms, or within the time frame we desire, then our ability to pay cash distributions to our stockholders could be limited.

Many factors that are beyond our control affect the real estate market and could affect our ability to sell properties for the price, on the terms, or within the time frame that we desire. These factors include general economic conditions, the availability of financing, interest rates and other factors, including supply and demand. Because real estate investments are relatively illiquid, we have a limited ability to vary our portfolio in response to changes in economic or other conditions. Further, before we can sell a property on the terms we want, it may be necessary to expend funds to correct defects or to make improvements. However, we can give no assurance that we will have the funds available to correct such defects or to make such improvements. We may be unable to sell our properties at a profit. Our inability to sell properties at the time and on the terms we want could reduce our cash flow and limit our ability to make distributions to our stockholders and could reduce the value of an investment in our company.

Government entities and contractors may cause unforeseen delays and increase costs to renovate properties that we may acquire, which may reduce our net income and cash available for distributions to you.

We may seek to or be required to incur substantial capital obligations to renovate or reposition existing properties that we acquire. Our advisor and its key real estate professionals will do their best to estimate these costs prior to acquisition but may not be able to ascertain all hidden defects or problems. There could be unknown and excessive costs, expenses and delays associated with a property’s renovations and interior and exterior upgrades. We will be subject to risks relating to the uncertainties associated with permits and approvals required by governmental entities, community associations and our construction manager’s ability to control costs and to build in conformity with plans and the established timeframe. We will pay a construction management fee to a construction manager, which may be one of our affiliates, if new capital improvements are required. If we are unable to increase rental rates or sell a property at a price consistent with our underwritten projections due to local market or economic conditions to offset the cost of renovating a property, then the return on an investment in our company may suffer.

We may be required to make rent or other concessions and significant capital expenditures to improve our properties in order to retain and attract tenants, which could adversely affect our financial condition, results of operations and cash flow.

In order to retain existing tenants and attract new clients, we may be required to offer substantial rent abatements, tenant improvements and early termination rights or accommodate requests for renovations, build-to-suit remodeling and other improvements or provide additional services to our tenants. As a result, we may have to make significant capital or other expenditures in order to retain tenants whose leases expire and to attract new tenants in sufficient numbers, which could adversely affect our results of operations and cash flow. Additionally, if we need to raise capital to make such expenditures and are unable to do so, or such capital is otherwise unavailable, then we may be unable to make the required expenditures. This could result in non-renewals by tenants upon expiration of their leases, which could adversely affect our financial condition, results of operations and cash flow.

Costs of responding to both known and previously undetected environmental contamination and hazardous conditions may decrease our cash flows and limit our ability to make distributions.

Real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to protection of the environment and human health. We could be subject to liability in the form of fines, penalties or damages for noncompliance with these laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, the remediation of contamination associated with the release or disposal of solid and hazardous materials, the presence of toxic building materials, and other health and safety-related concerns.

damages for noncompliance with these laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, the remediation of contamination associated with the release or disposal of solid and hazardous materials, the presence of toxic building materials, and other health and safety-related concerns.

Some of these laws and regulations may impose joint and several liability on the tenants, current or previous owners or operators of real property for the costs to investigate or remediate contaminated properties, whether the contamination occurred prior to purchase, or whether the acts causing the contamination were legal. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Our tenants’ operations, the condition of properties at the time we buy them, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect our properties.

Environmental laws also may impose liens on a property or restrictions on the manner in which a property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances.

The presence of hazardous substances, or the failure to properly manage or remediate these substances, may hinder our ability to sell, rent or pledge such property as collateral for future borrowings. Any material expenditures, fines, penalties or damages we must pay will reduce our ability to make distributions to our stockholders and may reduce the value of an investment in our company.

Properties acquired by us may have toxic mold or asbestos that could result in substantial liabilities to us.

Litigation and concern about indoor exposure to certain types of toxic molds and asbestos has been increasing as the public becomes aware that exposure to mold and asbestos can cause a variety of health effects and symptoms, including allergic reactions, cancer and even death. It is impossible to eliminate all mold and mold spores in the indoor environment. There can be no assurance that the properties acquired by us will not contain toxic mold or that buildings containing asbestos encased so as to render the asbestos non-health threatening will remain that way. The difficulty in discovering indoor toxic mold growth could lead to an increased risk of lawsuits by affected persons and the risk that the cost to remediate toxic mold and/or asbestos will exceed the value of the property. There is a risk that we may acquire properties that contain toxic mold and/or asbestos and such properties may negatively affect our performance and the return on an investment in our company.

Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce our cash flows and the return on our stockholders’ investments.

There are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated with potential acts of terrorism or catastrophes could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally, mortgage lenders in some cases have begun to insist that commercial property owners purchase coverage against terrorism or catastrophes as a condition for providing mortgage loans. Such insurance policies may not be available at reasonable costs, if at all, which could inhibit our ability to finance or refinance our properties. In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. We may not have adequate coverage for such losses. If any of our properties incurs a casualty loss that is not fully insured, then the value of our assets will be reduced by any such uninsured loss. In addition, other than any working capital reserve or other reserves we may establish, we have no source of funding to repair or reconstruct any uninsured property. Also, to the extent we must pay unexpectedly large amounts for insurance, we could suffer reduced earnings that would result in lower distributions.

Our properties may be dispersed geographically and across various markets and sectors.

We may acquire and operate properties in different locations throughout Texas and the United States and in different markets and sectors. The success of our properties will depend largely on our ability to hire various managers and service providers in each area, market and sector where the properties are located or situated. It may be more challenging to manage a diverse portfolio. Failure to meet such challenges could reduce the value of our stockholders’ investments.

We may be limited in our ability to diversify our investments, making us more vulnerable economically than if our investments were diversified.

Our ability to diversify our portfolio may be limited both as to the number of investments owned and the geographic regions in which our investments are located. While we seek to diversify our portfolio by geographic location, we focus on our specified target markets that we believe offer the opportunity for attractive returns and, accordingly, our actual investments may result in concentrations in a limited number of geographic regions. As a result, there is an increased likelihood that the performance of any single property, or the economic performance of a particular region in which our properties are located, could materially affect our operating results.

~~Our industrial tenants may be adversely affected by a decline in manufacturing activity in the U.S.~~27

Our tenants may be adversely affected by a decline in manufacturing activity in the U.S. and threat due to uncertainty of tariffs.

Fluctuations in manufacturing activity in the U.S. may adversely affect our industrial tenants and therefore the demand for and profitability of any industrial properties we acquire. Trade agreements with foreign countries have given employers the option to utilize less expensive foreign manufacturing workers. Outsourcing manufacturing activities could reduce the demand for U.S. workers, thereby reducing the profitability of our industrial tenants and the demand for and profitability of our industrial properties.

Tariffs that raise costs for businesses can deter new tenants from leasing space in commercial office buildings, reducing occupancy rates and hindering the growth of commercial hubs. Tariffs on construction materials and imported goods pose a significant risk to commercial office buildings by increasing development and maintenance costs, potentially reducing profitability and delaying project timelines.

Risks Associated with Debt Financing

Our use of debt will reduce cash available for distributions and may expose us to the risk of default under our debt obligations.

Payments of principal and interest on our borrowings may leave us with insufficient cash resources to operate our properties or to pay in cash the distributions necessary to qualify and maintain our REIT qualification. Our level of debt and the limitations imposed by our debt agreements may have substantial consequences, including the following:

• we may be unable to refinance our indebtedness at maturity, or the refinancing terms may be less favorable than the terms of our original indebtedness;

• cash flows may be insufficient to meet required principal and interest payments;

• we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms;

• we may default on our obligations, and the lenders or mortgagees may foreclose on our properties that secure the loans and receive an assignment of rents and leases; and

• our default under one mortgage loan could result in a default on other indebtedness with cross default provisions.

IfOur ~~one or more of these events were to occur, our~~ financial condition, results of operations, and cash flow and our ability to satisfy our debt service obligations and to pay distributions to our stockholders could be adversely affected if one or more of these events were to occur.

We may incur mortgage indebtedness and other borrowings, which increases our risk of loss due to foreclosure.

We may obtain lines of credit and long-term financing that may be secured by our properties and other assets. In some instances, we may acquire real properties by financing a portion of the price of the properties and mortgaging or pledging some or all of the properties purchased as security for that debt. We may also incur mortgage debt on properties that we already own in order to obtain funds to acquire additional properties. In addition, we may borrow as necessary or advisable to ensure that we maintain our qualification as a REIT for federal income tax purposes, including borrowings to satisfy the REIT requirement that we distribute at least 90% of our annual REIT taxable income to our stockholders (computed without regard to the dividends paid deduction and excluding net capital gain). We, however, can give you no assurance that we will be able to obtain such borrowings on satisfactory terms.

If we do mortgage a property and there is a shortfall between the cash flow from that property and the cash flow needed to service mortgage debt on that property, then the amount of cash available for distributions to stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss of a property since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, reducing the value of your investment. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, then we would recognize taxable income on foreclosure even though we would not necessarily receive any cash proceeds. We may give full or partial guaranties to lenders of mortgage debt on behalf of the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by such entity. If any mortgages contain cross-collateralization or cross-default provisions, then a default on a single property could affect multiple properties.

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~~properties,~~We wemay ~~will~~also beobtain ~~responsible~~recourse debt to ~~the~~finance ~~lender~~our ~~for~~acquisitions ~~satisfaction~~and ofmeet ~~the~~our REIT distribution requirements. If we have insufficient income to service our recourse debt ifobligations, itthen isour ~~not~~lenders ~~paid~~could byinstitute ~~such~~proceedings ~~entity~~against us to foreclose upon our assets. If ~~any~~a ~~mortgages~~lender ~~contain~~successfully ~~cross-collateralization~~forecloses orupon ~~cross-default~~any ~~provisions~~of our assets, athen ~~default~~our onability ato ~~single~~pay ~~property~~cash distributions to our stockholders will be limited and our stockholders could ~~affect~~lose ~~multiple~~all ~~properties~~or part of their investment.

We may also obtain recourse debt to finance our acquisitions and meet our REIT distribution requirements. If we have insufficient income to service our recourse debt obligations, our lenders could institute proceedings against us to foreclose upon our assets. If a lender successfully forecloses upon any of our assets, our ability to pay cash distributions to our stockholders will be limited and our stockholders could lose all or part of their investment.

High mortgage interest rates may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our net income and the amount of cash distributions we can make.

If mortgage debt is unavailable at reasonable interest rates, then we may not be able to finance the purchase of properties. If we place mortgage debt on properties, then we run the risk of being unable to refinance the properties when the loans become due, or of being unable to refinance on favorable terms. If interest rates are higher when we refinance the properties, then our income could be reduced. If any of these events occur, then our cash flow would be reduced. This, in turn, would reduce cash available for distribution to you and ~~may~~could hinder our ability to raise more capital by issuing more stock or by borrowing more money.

We may not be able to access financing sources on attractive terms, which could adversely affect our ability to execute our business plan.

We may finance our assets over the long term through a variety of means, including credit facilities and other structured financings. Our ability to execute this strategy will depend on various conditions in the markets for financing in this manner that are beyond our control, including lack of liquidity and greater credit spreads. ~~We cannot be certain that these markets will remain an efficient source of long-term financing for our assets.~~ If our strategy is not viable, then we will have to find alternative forms of long-term financing for our assets. This could subject us to more recourse indebtedness and the risk that debt service on less efficient forms of financing would require a larger portion of our cash flows, thereby reducing cash available for distribution to our stockholders and funds available for operations, as well as for future business opportunities. Additionally, we may need to purchase a swap or cap, interest rate protection instrument, to hedge against higher interest rates. These instruments are usually expensive. We cannot be certain that these markets will remain an efficient source of long-term financing for our assets.

Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.

When providing financing, a lender may impose restrictions on us that affect our distribution and operating policies and our ability to incur additional debt. Loan documents we enter into may contain covenants that limit our ability to further mortgage the property, discontinue insurance coverage or replace ~~Hartman XXI Advisors, LLC as~~ our advisor. These or other limitations may limit our flexibility and our ability to achieve our operating plans.

Increases in interest rates could increase the amount of our debt payments and limit our ability to pay distributions to our stockholders.

We expect that we will incur indebtedness in the future. Increases in interest rates may increase our interest costs, which would reduce our cash flows and our ability to pay distributions. In addition, if we need to repay existing debt during periods of higher interest rates, we might have to sell one or more of our investments in order to repay the debt, which sale at that time might not permit realization of the maximum return on such investments.

We have broad authority to incur debt, and high debt levels could hinder our ability to make distributions and decrease the value of your investment.

Our charter limits our leverage to 300% of our net assets and our board of directors has adopted a policy that our debt financing will be approximately 50% of the aggregate costs of our investments but we may exceed this limit with the approval of the independent directors of our board of directors. High debt levels would cause us to incur higher interest charges and higher debt service payments and may also be accompanied by restrictive covenants. These factors could limit the amount of cash we have available to distribute and could result in a decline in the value of our stockholders’ investments.

Federal Income Tax Risks

Failure to qualify as a REIT would reduce our net earnings available for investment or distribution.

We expect to operate so as to qualify as a REIT under the Internal Revenue Code. However, qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which only a limited number of judicial or administrative interpretations exist. Notwithstanding the availability of cure provisions in the Internal Revenue Code, various compliance requirements could be failed and could jeopardize our REIT status. Furthermore, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT. If we fail to qualify as a REIT in any tax year, then:

various compliance requirements could be failed and could jeopardize our REIT status. Furthermore, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT. If we fail to qualify as a REIT in any tax year, then:

•we would be taxed as a regular domestic corporation, which under current laws would result in, among other things, our being unable to deduct distributions to stockholders in computing taxable income and being subject to federal income tax on our taxable income at regular corporate income tax rates;

•any resulting tax liability could be substantial and could have a material adverse effect on our book value;

•unless we were entitled to relief under applicable statutory provisions, we would be required to pay taxes, and thus, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT and for which we had taxable income; and

•we generally would not be eligible to requalify as a REIT for the subsequent four full taxable years.

Legislative, regulatory or administrative changes could adversely affect us or our stockholders.

Legislative, regulatory or administrative changes could be enacted or promulgated at any time, either prospectively or with retroactive effect, and may adversely affect us and/or our stockholders.

On December 22, 2017, the Tax Cuts and Jobs Act was signed into law. The Tax Cuts and Jobs Act makes significant changes to the U.S. federal income tax rules for taxation of individuals and corporations, generally effective for taxable years beginning after December 31, 2017. In addition to reducing corporate and non-corporate tax rates, the Tax Cuts and Jobs Act eliminates or restricts various deductions. Most of the changes applicable to individuals are temporary and would apply only to taxable years beginning after December 31, 2017, and before January 1, 2026. The Tax Cuts and Jobs Act makes numerous large and small changes to the tax rules that do not affect REITs directly but may affect our stockholders and may indirectly affect us.

While the changes in the Tax Cuts and Jobs Act generally appear to be favorable with respect to REITs, the extensive changes to non-REIT provisions in the Internal Revenue Code may have unanticipated effects on us or our stockholders. Moreover, Congressional leaders have recognized that the process of adopting extensive tax legislation in a short amount of time without hearings and substantial time for review is likely to have led to drafting errors, issues needing clarification and unintended consequences that will have to be reviewed in subsequent tax legislation. At this point, it is not clear when Congress will address these issues or when the Internal Revenue Service will issue administrative guidance on the changes made in the Tax Cuts and Jobs Act.

~~Prospective~~Stockholders ~~stockholders~~should ~~are urged to~~ consult with their tax advisors with respect to the status of the Tax Cuts and Jobs Act and any other regulatory or administrative developments and proposals and their potential effect on investment in our common stock.

To maintain our REIT status, we may have to borrow funds on a short-term basis during unfavorable market conditions.

To qualify as a REIT, we generally must distribute annually to our stockholders a minimum of 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains. Our REIT taxable income will include our allocable share of any partnerships (including investment funds and joint ventures that are treated as partnerships for federal income tax purposes) without regard to the amount, if any, of distributions we receive from such partnerships. We will be subject to regular corporate income taxes on any undistributed REIT taxable income each year. Additionally, we will be subject to a 4% nondeductible excise tax on any amount by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from previous years. Payments we make to our stockholders under our share repurchase plan will not be taken into account for purposes of these distribution requirements. If we do not have sufficient cash to make distributions necessary to preserve our REIT status for any year or to avoid taxation, then we ~~may~~could be forced to borrow funds or sell assets even if the market conditions at that time are not favorable for these borrowings or sales.

Compliance with REIT requirements may cause us to forego otherwise attractive opportunities, which may hinder or delay our ability to meet our investment objectives and reduce your overall return.

To qualify as a REIT, we are required at all times to satisfy tests relating to, among other things, the sources of our income, the nature and diversification of our assets, the ownership of our stock and the amounts we distribute to our stockholders. Compliance with the REIT requirements may impair our ability to operate solely on the basis of maximizing profits. For example, we may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution.

Compliance with REIT requirements may force us to liquidate otherwise attractive investments.

To qualify as a REIT, at the end of each calendar quarter, at least 75% of our assets must consist of cash, cash items, government securities and qualified real estate assets. The remainder of our investments in securities (other than qualified real estate assets and government securities) generally cannot include more than 10% of the voting securities of any one issuer or more than 10% of the value of the outstanding securities of any one issuer unless we and such issuer jointly elect for such issuer to be treated as a “taxable REIT subsidiary” under the Internal Revenue Code. Additionally, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, no more than 20% of the value of our assets may be represented by securities of one or more taxable REIT subsidiaries and not more than 25% of our assets may be represented by non-qualified publicly offered REIT debt instruments. If we fail to comply with these requirements, then we ~~must~~would ~~dispose~~be ofrequired to dispose a portion of our assets within 30 days after the end of the calendar quarter in order to avoid losing our REIT status and suffering adverse tax consequences. In order to satisfy these requirements, we may be forced to liquidate otherwise attractive investments.

Our charter will not permit any person or group to own more than 9.8% of our outstanding common stock or of our outstanding capital stock of all classes or series, and attempts to acquire our common stock or our capital stock of all other classes or series in excess of these 9.8% limits would not be effective without an exemption from these limits by our board of directors.

In order to qualify as a REIT under the Internal Revenue Code, not more than 50% of the value of the outstanding shares of our stock may be owned directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time during the last half of each taxable year after the first year for which we elect to qualify as a REIT. Our charter prohibits (unless otherwise permitted by ~~the~~our ~~Board~~board of ~~Directors~~directors) beneficial or constructive ownership by any person or group of more than 9.8%, in value or by number of shares, whichever is more restrictive, of the outstanding shares of our common stock or 9.8% in value or number of shares, whichever is more restrictive of our outstanding capital stock of all classes or series, which we refer to as the “ownership limits.” The constructive ownership rules under the Internal Revenue Code and our charter are complex and may cause shares of our stock owned by a group of related persons to be deemed to be constructively owned by one person. As a result, the acquisition of less than 9.8% of our outstanding ~~common stock or our~~ capital stock by a person could cause another person to own constructively in excess of 9.8% of the outstanding shares of our ~~common stock or our~~ capital stock, ~~respectively,~~ and thus violate the ownership limits. There can be no assurance that our board of directors, as permitted in the charter, will not decrease the ownership limits in the future. Any attempt to own or transfer shares of our ~~common stock or~~ capital stock in excess of an ownership limit without the consent of our board of directors ~~will~~would result either in the shares in excess of the limit being transferred by operation of the charter to a charitable trust, and the person who attempted to acquire such excess shares will not have any rights in such excess shares, or in the transfer being void.

The ownership limits may have the effect of precluding a change in control of us by a third party, even if such change in control would be in the best interests of our stockholders or would result in receipt of a premium to the price of our common stock (and even if such change in control would not reasonably jeopardize our REIT status).

We may incur tax liabilities that would reduce our cash available for distribution to you.

Even if we qualify and maintain our status as a REIT, we may become subject to U.S. federal income taxes and related state and local taxes. For example, any gain from the sale of properties that are “dealer” properties sold by a REIT (a “prohibited transaction” under the Internal Revenue Code) will be subject to a 100% tax on the gain. We may not make sufficient distributions to avoid excise taxes applicable to REITs. Similarly, if we were to fail an income test (and did not lose our REIT status because such failure was due to reasonable cause and not willful neglect) we would be subject to tax on the income that does not meet the income test requirements. We also may decide to retain net capital gain we earn from the sale or other disposition of our investments and pay income tax directly on such income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax. We also may be subject to state and local taxes on our income or property, including franchise, payroll, mortgage recording and transfer taxes, either directly or at the level of the other companies through which we indirectly own our assets, such as our taxable REIT subsidiaries, which are subject to full U.S. federal, state, local and foreign corporate-level income taxes. Any taxes we pay directly or indirectly will reduce our cash available for distribution to you. In the event that a property is sold, gain is realized, but the cash is needed internally and can't be distributed to investors, a tax liability is incurred.

federal, state, local and foreign corporate-level income taxes. Any taxes we pay directly or indirectly will reduce our cash available for distribution to you.

Our board of directors is authorized to revoke our REIT election without stockholder approval, which may cause adverse consequences to our stockholders.

Our charter authorizes our board of directors to revoke or otherwise terminate our REIT election, without the approval of our stockholders, if itthe board determines that it is no longer in our best interests to qualify as a REIT. Our board of directors has ~~fiduciary~~statutory duties to us and could ~~only~~ cause such changes in our tax treatment only if it determines in good faith that such changes are in our best interests. In this event, we would become subject to U.S. federal income tax on our taxable income, and we would no longer be required to distribute most of our net income to our stockholders, which may cause a reduction in the total return to our stockholders.

You may have current tax liability on distributions you elect to reinvest in our common stock.

If you participate in our distribution reinvestment plan, then you will be deemed to have received, and for U.S. federal income tax purposes will be taxed on, the amount reinvested in shares of our common stock to the extent the amount reinvested was not a tax-free return of capital. Therefore, ~~unless~~ you ~~are~~could ~~a tax-exempt entity, you may~~ be forced to use funds from other sources to pay your tax liability on the reinvested dividends unless you are a tax-exempt entity.

Generally, ordinary dividends payable by REITs do not qualify for reduced U.S. federal income tax rates.

The maximum tax rate applicable to qualified dividend income payable to certain non-corporate U.S. stockholders has been reduced by legislation to 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates applicable to qualified dividends. The more favorable rates applicable to regular corporate qualified dividends could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends even taking into account the lower 37% maximum rate for ordinary income and the 20% deduction for ordinary REIT dividends received in taxable years beginning after December 31, 2017 and before January 1, 2026, which could adversely affect the value of the shares of REITs, including our common stock.

If our operating partnership failed to qualify as a partnership or is not otherwise disregarded for U.S. federal income tax purposes, then we would cease to qualify as a REIT.

If the IRS were to successfully challenge the status of our operating partnership as a partnership or disregarded entity for U.S. federal income tax purposes, itthen we would be ~~taxable~~taxed as a corporation for federal income tax purposes. In the event that this ~~occurs~~were to occur, it would reduce the number of distributions that the operating partnership could make to us. This would also result in our failing to qualify as a REIT and becoming subject to a corporate-level tax on our income, which would substantially reduce our cash available to pay distributions and the yield on your investment.

Taxable REIT subsidiaries (TRSs) are subject to special rules that may result in increased taxes.

We may conduct certain activities or invest in assets through one or more TRSs. A TRS is a corporation other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a TRS. Other than some activities relating to hotel and health care properties, a TRS may generally engage in any business, including the provision of services to tenants of its parent REIT. A TRS is subject to U.S. federal income tax as a regular C corporation.

No more than 20% of the value of our total assets may consist of stock or securities of one or more TRSs. This requirement limits the extent to which we can conduct our activities through TRSs. The values of some of our assets, including assets that we hold through TRSs, may not be subject to precise determination, and values are subject to change in the future. Furthermore, if a REIT lends money to a TRS, then the TRS may be unable to deduct all or a portion of the interest paid to the REIT, which could increase the tax liability of the TRS. In addition, as a REIT, we must pay a 100% penalty tax on certain payments that we receive if the economic arrangements between us and any of our TRSs are not comparable to similar arrangements between unrelated parties. We intend to structure transactions with any TRS on terms that we believe are arm’s length to avoid incurring the 100% excise tax described above; however, the IRS may successfully assert that the economic arrangements of any of our inter-company transactions are not comparable to similar arrangements between unrelated parties.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

33The REIT provisions of the Internal Revenue Code may limit our ability to hedge our assets and operations. Under these provisions, any income that we generate from transactions intended to hedge our interest rate risk will be excluded from gross income for purposes of the REIT 75% and 95% gross income tests if: (1) the instrument (A) hedges interest rate risk or foreign currency exposure on liabilities used to carry or acquire real estate assets, (B) hedges risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income tests or (C) hedges a position entered into pursuant to clause (A) or (B) after the extinguishment of such liability or disposition of the asset producing such income; and (2) such instrument is properly identified under applicable Treasury Regulations. Income from hedging transactions that do not meet these requirements will generally constitute non-qualifying income for purposes of both the REIT 75% and 95% gross income tests. As a result of these rules, we may have to limit our use of hedging techniques that might otherwise be advantageous or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRS will generally not provide any tax benefit, except for being carried forward against future taxable income in the TRS.

The REIT provisions of the Internal Revenue Code may limit our ability to hedge our assets and operations. Under these provisions, any income that we generate from transactions intended to hedge our interest rate risk will be excluded from gross income for purposes of the REIT 75% and 95% gross income tests if: (i) the instrument (A) hedges interest rate risk or foreign currency exposure on liabilities used to carry or acquire real estate assets, (B) hedges risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income tests or (C) hedges a position entered into pursuant to clause (A) or (B) after the extinguishment of such liability or disposition of the asset producing such income; and (ii) such instrument is properly identified under applicable Treasury Regulations. Income from hedging transactions that do not meet these requirements will generally constitute non-qualifying income for purposes of both the REIT 75% and 95% gross income tests. As a result of these rules, we may have to limit our use of hedging techniques that might otherwise be advantageous or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRS will generally not provide any tax benefit, except for being carried forward against future taxable income in the TRS.

Retirement Plan Risks

IfYou could be subject to criminal and civil penalties if you fail to meet the fiduciary and other standards under ERISA or the Internal Revenue Code as a result of an investment in our stock~~, you could be subject to criminal and civil penalties~~.

There are special considerations that apply to employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended, or ERISA (such as pension, stock bonus, profit-sharing or 401(k) plans), and other retirement plans or accounts subject to Section 4975 of the Internal Revenue Code (such as an IRAs or annuities described in Sections 408 or 408A of the Internal Revenue Code, annuities described in Sections 403(a) or (b) of the Internal Revenue Code, Archer MSAs described in Section 220(d) of the Internal Revenue Code, health savings accounts described in Section 223(d) of the Internal Revenue Code and Coverdell education savings accounts described in Section 530 of the Internal Revenue Code) whose assets are being invested in our common stock.

If you ~~are~~invest ~~investing~~ the assets of such a plan or arrangement in our common stock, then you should consider whether:

•your investment is consistent with your fiduciary and other obligations under ERISA and the Internal Revenue Code applicable to your plan or arrangement, and other applicable provisions of ERISA and the Internal Revenue Code applicable to your plan or arrangement;

•your investment is made in accordance with the documents and instruments governing your plan or IRA, including your plan or account’s investment policy;

•your investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA and other applicable provisions of ERISA and the Internal Revenue Code;

•your investment in our shares, for which no trading market may exist, is consistent with the liquidity needs of the plan or IRA;

•your investment will not produce an unacceptable amount of “unrelated business taxable income” (UBTI) for the plan or IRA;

•you will be able to comply with the requirements under ERISA and the Internal Revenue Code to value the assets of the plan or IRA annually;

•your investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code; and

•our assets will not be treated as “plan assets” of your plan or arrangement.

You should consider whether your investment in us will cause some or all of our assets to be considered assets of an employee benefit plan, IRA, or other arrangement. We do not believe that under ERISA and U.S. Department of Labor regulations currently in effect that our assets would be treated as “plan assets” for purposes of ERISA, although there can be no assurances. However, if our assets were considered to be plan assets, then transactions involving our assets would be subject to ERISA and Section 4975 of the Internal Revenue Code and some of the transactions we have entered into with our advisor and its affiliates could be considered “prohibited transactions,” under ERISA or the Internal Revenue Code. If such transactions were considered “prohibited transactions,” then our advisor and its affiliates could be subject to liabilities and excise taxes or penalties. In addition, our officers and directors, our advisor and its affiliates could be deemed to be fiduciaries under ERISA, subject to other conditions, restrictions and prohibitions under Part 4 of Title I of ERISA and those serving as fiduciaries of plans investing in us may be considered to have improperly delegated fiduciary duties to us. Additionally, other transactions with “parties-in-interest” or “disqualified persons” with respect to an investing plan might be prohibited under ERISA, the Internal Revenue Code or other governing authority in the case of a government plan. Therefore, we would be operating under a burdensome regulatory regime that could limit or restrict investments we can make or our management of our real estate assets. Even if our assets are not considered to be plan assets, a prohibited transaction could occur if we or any of our affiliates is a fiduciary (within the meaning of ERISA) with respect to an employee benefit plan purchasing shares and, therefore, in the event any such persons are fiduciaries (within the meaning of ERISA) of your plan or IRA, you should not purchase shares unless an administrative or statutory exemption applies to your purchase.

34Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA and the Internal Revenue Code may result in the imposition of civil and criminal (if the violation was willful) penalties and can subject the responsible fiduciaries to claims for damages or for equitable remedies. In addition, if an investment in our common stock constitutes a prohibited transaction under ERISA or the Internal Revenue Code, then the “party-in-interest” or “disqualified person” who engaged in the prohibited transaction may be subject to the imposition of excise taxes with respect to the amount involved, and for IRAs or other arrangements, the tax-exempt status of the IRA or other arrangement may be lost. In the case of a prohibited transaction involving an IRA owner, the IRA may be disqualified and all of the assets of the IRA may be deemed distributed and subjected to tax. Plans that are not subject to ERISA or the prohibited transactions of the Internal Revenue Code, such as government plans or church plans, may be subject to similar requirements under state law. Such plans should satisfy themselves that the investment satisfies applicable law.

its affiliates could be considered “prohibited transactions,” under ERISA or the Internal Revenue Code. If such transactions were considered “prohibited transactions,” our advisor and its affiliates could be subject to liabilities and excise taxes or penalties. In addition, our officers and directors, our advisor and its affiliates could be deemed to be fiduciaries under ERISA, subject to other conditions, restrictions and prohibitions under Part 4 of Title I of ERISA and those serving as fiduciaries of plans investing in us may be considered to have improperly delegated fiduciary duties to us. Additionally, other transactions with “parties-in-interest” or “disqualified persons” with respect to an investing plan might be prohibited under ERISA, the Internal Revenue Code or other governing authority in the case of a government plan. Therefore, we would be operating under a burdensome regulatory regime that could limit or restrict investments we can make or our management of our real estate assets. Even if our assets are not considered to be plan assets, a prohibited transaction could occur if we or any of our affiliates is a fiduciary (within the meaning of ERISA) with respect to an employee benefit plan purchasing shares and, therefore, in the event any such persons are fiduciaries (within the meaning of ERISA) of your plan or IRA, you should not purchase shares unless an administrative or statutory exemption applies to your purchase.

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA and the Internal Revenue Code may result in the imposition of civil and criminal (if the violation was willful) penalties and can subject the responsible fiduciaries to claims for damages or for equitable remedies. In addition, if an investment in our common stock constitutes a prohibited transaction under ERISA or the Internal Revenue Code, the “party-in-interest” or “disqualified person” who engaged in the prohibited transaction may be subject to the imposition of excise taxes with respect to the amount involved, and for IRAs or other arrangements, the tax-exempt status of the IRA or other arrangement may be lost. In the case of a prohibited transaction involving an IRA owner, the IRA may be disqualified and all of the assets of the IRA may be deemed distributed and subjected to tax. Plans that are not subject to ERISA or the prohibited transactions of the Internal Revenue Code, such as government plans or church plans, may be subject to similar requirements under state law. Such plans should satisfy themselves that the investment satisfies applicable law.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

As of December 31, ~~2021~~2022, our investments in real estate assets consist of (i1) ~~ten~~10 wholly owned properties, (ii2) an ~~approximately~~ 83% (approximate) tenant in common interest in an office property, (~~iii~~3) a 2.47% interest in an affiliate special purpose entity ~~which~~that ~~owns~~owned as of December 31, 2022, 39 office, retail and light industrial properties in Houston, Dallas, and San Antonio, Texas, which we refer to as Hartman SPE LLC, and (iv4) an equity investment in an affiliated REIT.

The following table sets forth certain information relating to our properties, by commercial property type, as of December 31, ~~2021~~2022:

Property Name	~~Location~~PropertyType	~~Gross Leasable Area SF~~Location	~~In-Place~~Gross ~~Occupancy~~Leasable Area SF		~~Annualized~~In-Place ~~Base Rental Revenue(in thousands)~~Occupancy			~~Average~~Annualized Base Rental Revenue(in ~~per Occupied SF~~thousands)		Average ~~Net Effective Annual~~ Base ~~Rent~~Rental Revenue per Occupied SF		Average Net Effective Annual Base Rent per Occupied SF
Village Pointe	~~San Antonio~~Retail	~~54,246~~San Antonio	8954,246	%	$94	~~708~~	%	$	~~14.61~~745	$	1314.9553	$	14.61
Richardson Tech	Dallas	96,660	62	%	668			11.07		11.81
Richardson Tech Center	Flex/R&D	Dallas	96,660		99		%	667		6.94		6.89
Spectrum Building	~~San Antonio~~Office	~~175,390~~San Antonio	64175,390	%	~~2,699~~62		%	~~24.20~~2,530		2423.3139		23.31
11211 Katy Freeway	~~Houston~~Office	~~78,642~~Houston	8777,851	%	~~833~~97		%	~~12.11~~913		1112.7708		12.06
1400 Broadfield	~~Houston~~Office	~~102,893~~Houston	81102,893	%	~~1,573~~90		%	~~18.90~~1,733		18.7773		18.76
16420 Park Ten Place	~~Houston~~Office	~~83,760~~Houston	5883,760	%	~~896~~80		%	~~18.41~~916		1813.0875		13.59
Willowbrook Building	~~Houston~~Office	~~67,581~~Houston	67,581	%	~~523~~93		%	~~11.54~~526		118.5134		8.03
Timberway II	~~Houston~~Office	~~130,828~~Houston	63130,828	%	~~1,546~~77		%	~~18.80~~1,722		1817.3220		17.25
One Park Ten	~~Houston~~Office	~~34,089~~Houston	8434,089	%	~~403~~100		%	~~14.07~~399		1411.6269		11.61
Two Park Ten	~~Houston~~Office	~~57,146~~Houston	8956,443	%	~~1,005~~99		%	~~19.80~~963		1917.8817		17.17
3100 Weslayan (1)	~~Houston~~Office	~~78,289~~Houston	6778,289	%	~~1,009~~70		%	~~19.22~~1,092		1920.1104		20.05
Grand Total		~~959,524~~	71958,030	%	$83	~~11,863~~	%	$	~~17.43~~12,206	$	1715.3629	$	15.25

(1) We own an approximately 83% tenant in common interest in this office property.

35On August 23, 2024, the Company completed the sale of Richardson Tech Center for $10,261,000. The property was acquired in March 2018 for $5,040,000. Proceeds from the sale were used to pay down the line of credit that we have with East West Bank by $9,337,000 and to fund a Capital Reserve account with East West Bank for $500,000. Other closing costs were covered with the remainder of the funds.

Hartman SPE LLC

On October 1, 2018, we acquired a 5.89% ~~member~~membership interest in Hartman SPE LLC in exchange for our 48.8% minority interest in Three Forest Plaza, an office property owned jointly with Silver Star Properties REIT, Inc., formerly known as Hartman Short Term Income Properties XX, Inc. (“Silver Star”). As of December 31, 2022 Hartman SPE LLC ~~owns~~owned 39 commercial properties located in Houston, Dallas, Richardson, Arlington and San Antonio, Texas comprising approximately 6.6 million square feet. Subsequent to December 31, 2022, the Company's ownership in Hartman SPE LLC has remained the same, but the underlying properties, and corresponding square footage within Hartman SPE LLC have decreased.

Effective March 1, 2019, we exchanged 3.42% of our 5.89% interest in Hartman SPE LLC for 700,302 common shares of ~~Hartman~~Silver ~~Short Term Income Properties XX, Inc~~Star.

On April 14, 2020, the Company made a tender offer to ~~shareholders~~the stockholders of Hartman Income REIT, Inc. ("HIREIT") to acquire up to 500,000 shares of HIREIT common stock at a price of $4.00 per share. On May 1, 2020, the Company extended the term of the tender offer until May 13, 2020, and modified the offer to purchase up 500,000 shares of HIREIT common stock at a price of $5.00 per share.

As of September 24, 2020, the Company completed the acquisition of 661,940 HIREIT common shares and 80,000 Hartman Income REIT Operating Partnership ("HIROP") OP units for consideration of $3,709,703. The HIREIT common shares and HIROP OP units acquired converted to 497,926 ~~Hartman~~Silver XXStar common shares and 60,178 ~~Hartman~~Silver XXStar Operating Partnership OP units in connection with the merger of those two entities.

Item 3. Legal Proceedings

InDuring February 2021, the state of Texas experienced a severe winter storm, unofficially referred to as Winter Storm Uri, which resulted in power outages and electrical grid failures across the state. Wholesale ~~electricity~~ prices for electricity increased significantly during this period. As a result, we experienced a substantial increase in electricity charges for some of our properties during the month of and after the storm.

On May 26, 2021, Summer Energy LLC (“Summer”) filed a lawsuit against Hartman Income REIT Management, Inc., the former Property Manager, an affiliate of the ~~Company~~Silver Star that ~~manages~~managed our properties, in state court in Harris County, Texas. In this lawsuit, Summer seeks to collect approximately $8.4,400,000 ~~million~~ from the Property Manager that Summer claims that the Property Manager owes Summer under one or more electricity sales agreements (“Agreements”) related to Winter Storm Uri. Of the approximately $8.4,400,000 ~~million~~ claimed in the lawsuit, approximately $~~0.8~~800,000 ~~million~~ relates to wholly owned properties of the Company. Under the Agreements, Summer provided electricity to buildings managed by the Property Manager at indexed prices. On March 24, 2022, the court entered a judgment in favor of Summer against the Property Manager in the amount of $7,871,000 plus customary pre- and post-judgment interest and attorney's fees. The Property Manager continues to dispute the amount of liability to Summer and intends to appeal the judgment. The outcome of the pending appeal is subject to significant uncertainty and we cannot provide any assurance that the Property Manager will ultimately prevail. If the Property Manager's liability is upheld for all or a significant portion of the amounts claimed by Summer, the Property Manager will incur a material loss, which will have an adverse effect on our financial condition, ability to meet our other obligations and ability to pay distributions to our stockholders. Even if the Property Manager is ultimately successful in its appeal, it may take considerable time to resolve the matter.

~~Many~~On ofMarch 24, 2022, the ~~Company’s~~court ~~leases~~entered ~~contain~~a ~~provisions~~judgment ~~that~~in ~~require~~favor ~~tenants~~of toSummer ~~pay~~against ~~their~~the ~~allocable~~Property ~~share~~Manager ofin ~~operating~~the ~~expenses~~amount of $7,871,000 ~~including~~plus ~~utilities~~customary pre- and post-judgment interest and attorney's fees. AtThe ~~this~~Property ~~time,~~Manager disputed the ~~Company~~amount isof ~~unable~~liability to ~~reasonably~~Summer ~~estimate~~and anhas appealed the judgment. The Company recognized the share of the judgment amount ~~expected~~applicable to bewholly ~~recovered~~owned ~~from~~properties ~~our~~of ~~tenants~~the Company, approximately $750,000, within the Company's consolidated statement of operations for fiscal year 2021.

On April 25, 2022, the property manager filed its supersedeas surety bond totaling $2,197,000 in order to suspend enforcement the judgment for the duration of the property manager's appeal. The share of the supersedeas surety bond applicable to wholly owned properties of the Company totaled $196,000 and is recorded in prepaid expenses and other assets on the Company's consolidated balance sheets.

On May 17, 2024, the lawsuit was dismissed upon appeal.

In 2023, the Company filed suit in the District Court of Harris County, Texas against Silver Star, Hartman Income REIT Property Holdings, LLC, Hartman XXI Advisors, LLC, Silver Star Property Management, Inc., Hartman SPE, LLC, Hartman Income REIT, Inc. and Hartman Retail I, DST. This suit includes claims for: (1) Silver Star’s breach of contract related to two loans from the Company to Silver Star; breach of contract by defendants related to Mr. Hartman’s Executive Chair Agreement; defamation; tortious interference; failure to return to the Company certain documents and information; and a request for a declaratory judgment that the Company and Mr. Hartman did not breach any fiduciary duties owed to Defendants.

Later in 2023, Silver Star filed a separate suit against the Company and Allen Hartman, Individually and as trustee for the Hartman Family Protection Trust; Lisa Hartman, individually and as trustee for the Hartman Family Protection Trust; Margaret Hartman,; Hartman vREIT XXI, Inc; and Hartman XX Holdings, Inc; in the District Court for Harris County, Texas. This suit includes claims against the Company and the other defendants for fraud, breach of fiduciary duty, tortious interference, and negligent misrepresentation related to the lawsuit that we filed against them for collecting on a note receivable. The Company believes that the claims fraud, breach of fiduciary duty, tortious interference, and negligent misrepresentation have no merit. Because both suits included many overlapping claims, the two suits have been consolidated into the first filed suit. Discovery is ongoing. It is anticipated that trial will be in late 2025.

On September 28, 2023, Hartman SPE, LLC sued the Company in the United States Bankruptcy Court for the District of Delaware in which it asked the court to (1) declare that the Company did not have an ownership interest in certain assets of Hartman SPE, LLC and (2) discharge lis pendens filed by the Company with respect to those assets. On November 21, 2023, following the Company’s recordation of releases of the lis pendens, the court granted the parties’ request for a stipulated final judgment that the Company has no direct interest in Hartman SPE, LLC’s assets and that the lis pendens are discharged. There was no material impact to the Company regarding this lawsuit.

On October 19, 2023, the Company joined Allen R. Hartman in a lawsuit filed in the Circuit Court for Baltimore City, Maryland against Silver Star and its directors other than Mr. Hartman, which was originally filed by Mr. Hartman for the purpose of compelling an annual meeting of stockholders of Silver Star. In this litigation, the Company and Mr. Hartman additionally asked the court to (1) compel Silver Star to provide them with a copy of Silver Star’s stock ledger, (2) declare void and unenforceable a purported amendment to Silver Star’s bylaws that allows Silver Star’s directors to be elected by less than all of its stockholders through a consent solicitation, and (3) compel Silver Star’s board of directors to liquidate Silver Star in accordance with a provision of its charter. On November 12, 2024, the court granted Silver Star’s request to dismiss the Company as a party to the litigation.

On January 31, 2025, Frank Gardner filed a derivative suit in the District Court for Harris County, Texas on behalf of all stockholders against several officers and directors of the Company, including Louis Fox, Allen Hartman, John Ostroot, J. Allen Quine, Richard Ruskey, and Jack Tompkins, and Silver Star. The Company is a nominal defendant in this derivative suit. Plaintiff’s claims include breach of fiduciary duty, waste and unjust enrichment. This claim of breach of fiduciary duty by the then Board of Directors of the Company asserts that the directors should not have authorized the Company to make unsecured loans totaling $17,187,000 to Silver Star. Discovery on this case has not yet commenced and is not anticipated to commence until 2026.

Item 4. Mine Safety Disclosures.

Not applicable.

3637

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Stockholder Information

As of ~~December~~August 3120, ~~2021~~2025, wethe ~~had~~number ~~9,004,949~~of shares ~~of our common stock issued and~~ outstanding ~~held~~of byeach aof ~~total~~our classes of ~~1,576~~common ~~stockholders,~~stock ~~comprised of~~were: ~~shares~~(1) of 8,~~483~~684,~~580~~819 ~~our~~shares of Class A common stock held by a1,502 ~~total~~stockholders of ~~1,473~~record; ~~stockholders,~~(2) ~~479~~503,~~219~~255 shares of ~~our~~ Class T common stock held by a104 ~~total~~stockholders of 96record; ~~stockholders,~~(3) 1938,~~708~~198 shares of ~~our~~ Class SI common stock held by aseven ~~total~~stockholders of 3record; ~~stockholder,~~ and 2219,~~442~~708 shares of ~~our~~ Class IS common stock held by athree ~~total of 4~~ stockholders. ~~The number~~ of ~~stockholders is based on the records of Phoenix American Financial Services, Inc~~record.~~, which serves as our transfer agent.~~

Market Information

Our shares of common stock are not currently listed on a national securities exchange or ~~listed~~quoted or traded on any over-the-counter market. We do not expect our shares of common stock to become ~~listed~~so ~~on a national securities exchange in the near future, and they may not become~~ listed ~~at all. Consequently~~, ~~there~~quoted ~~is the risk that our stockholders may not be able to sell their shares at a time~~ or ~~price~~traded acceptable to them. We presently intend to evaluate a transaction providing liquidity for our stockholders within 3 to 7 years from the termination of our initial public offering. We expect that our board, in the ~~exercise~~foreseeable of its fiduciary duty to our stockholders, will determine to pursue a liquidity event when it believes that the then-current market conditions are favorable for a liquidity event and that such a transaction is in the best interests of our stockholders. Our charter does not require our board to pursue any particular liquidity event at any particular time or at all; provided, however, that if we have not begun the process of liquidating our assets or listing our shares within seven years of the termination of our primary offering, and our board of directors has not set a future date for such a liquidation or listing, our charter requires that we hold a stockholder meeting, upon the request of stockholders holding 10% or more of our outstanding shares of common stock, to vote on a proposal for our orderly liquidation and dissolution. Prior to any such stockholder meeting, our directors would evaluate whether to recommend the proposal to our stockholders and, if they so determine, would recommend the proposal and their reasons for doing so. Our charter sets forth additional procedural and disclosure requirements that would apply in the event that our stockholders requested that a special stockholders meeting be held to vote upon our liquidation and dissolution. A liquidity event could include (1) the sale of all or substantially all of our assets either on a portfolio basis or individually followed by a liquidation, (2) a merger or another transaction approved by our board in which our stockholders will receive cash or shares of a publicly traded company or (3) a listing of our shares on a national securities exchange. In addition to such liquidity events, our board may also consider pursuing various other liquidity strategies, including adopting a more expansive share redemption program or engaging in a tender offer to accommodate those stockholders who desire to liquidate their investment in us (subject in all cases to the applicable federal securities laws). There can be no assurance as to when a suitable transaction will be available.

~~Our~~ ~~board~~As of ~~directors~~January ~~has~~14, ~~determined~~2023, anthe ~~estimated~~date ~~net~~that ~~asset~~our ~~value~~follow-on offering terminated, the prices at which we sold were $11.31 per share ~~for~~of ~~our~~Class A common stock, as$10.55 per share of ~~December~~Class 31S common stock, ~~2021~~$10.17 per share of Class I common stock, asand $10.83 per share of ~~the~~Class ~~filing~~T common stock. The sale price of ~~this~~all ~~Annual~~classes ~~Report~~of oncommon ~~Form~~shares ~~10-K~~to our stockholders pursuant to the distribution reinvestment plan was $7.97 per share.

OnOur ~~March 25, 2022, our~~ board ~~directors, including all~~ of ~~our independent~~ directors, has determined an estimated net asset value ~~("NAV")~~ per share offor ~~the~~our ~~Company's~~ common stock ofas ~~$10.17. The sale price~~ of ~~our~~December ~~Class~~31, A2022, ~~Class~~December S31, ~~Class~~2023 I and ~~Class~~December T31, ~~common~~2024 ~~shares~~of ~~to the public is~~ $117.~~31,~~97 ~~$10.55~~per share, $109.~~17,~~78 per share and $109.83 per share, respectively,. Our ~~representing~~board of directors’ objective in determining the estimated net asset ~~value~~values per share aswas ~~determined~~to byarrive at values, based on the ~~board~~most ofrecent ~~directors~~data ~~plus~~available, that it believed was reasonable based on methodologies that it deemed appropriate after consultation with our advisor. However, the ~~applicable~~market ~~sales~~for ~~commissions~~commercial real estate can fluctuate quickly and ~~managing~~substantially ~~broker~~and ~~dealer~~the ~~fees~~value of our assets is expected to change in the future and may decrease. ~~The~~Also, ~~sale~~our ~~price~~board of ~~all~~directors ~~classes~~did ofnot ~~common~~consider ~~shares~~certain other factors, such as a liquidity discount to reflect the fact that our ~~shareholders~~shares ~~pursuant~~are tonot currently traded on a national securities exchange and the ~~distribution~~limitations ~~reinvestment~~on ~~plan~~the isability ~~$10.17~~to ~~per~~redeem shares pursuant to our share repurchase plan.

Our board of directors’ objective in determining the estimated net asset values per share was to arrive at values, based on the most recent data available, that it believed was reasonable based on methodologies that it deemed appropriate after consultation with our advisor. However, the market for commercial real estate can fluctuate quickly and substantially and the value of our assets is expected to change in the future and may decrease. Also, our board of directors did not consider certain other factors, such as a liquidity discount to reflect the fact that our shares are not currently traded on a national securities exchange and the limitations on the ability to redeem shares pursuant to our share repurchase plan.

As with any valuation method, the methods used to determine the estimated net asset values per share were based upon a number of assumptions, estimates and judgments that may not be accurate or complete. Our assets have been valued based upon appraisal standards and the values of our assets using these methods are not required to be a reflection of market value under those standards and will not necessarily result in a reflection of fair value under GAAP. Further, different parties using different property-specific and general real estate and capital market assumptions, estimates, judgments and standards could derive a different estimated net asset value per share, which could be significantly different from the estimated net asset values per share determined by our board of directors. The estimated net asset values per share is not a representation or indication that, among other things: a stockholder would be able to realize the estimated values per share if he or she attempts to sell shares; a stockholder would ultimately realize distributions per share equal to the estimated values per share upon liquidation of assets and settlement of our liabilities or upon a sale of our company; shares of our common stock would trade at the estimated net asset values per share on a national securities exchange; a third party would offer the estimated net asset values per share in an arms-length transaction to purchase all or substantially all of our shares of common stock; or the methodologies used to estimate the net asset values per share would be acceptable to FINRA or ERISA with respect to their respective requirements. Further, the estimated net asset values per share were calculated as of a moment in time and the value of our shares will fluctuate over time as a result of, among other things, future acquisitions or dispositions of assets, developments related to individual assets and changes in the real estate and capital markets.

We intend to determine updated estimated fair values per share every year on or about the last day of our fiscal year or more frequently in the sole discretion of our board of directors. The market for commercial real estate can fluctuate quickly and substantially, and values of our assets and liabilities are expected to change in the future.

~~Unregistered~~Equity ~~Sales~~Compensation ofPlan ~~Equity Securities~~Information

OnPursuant ~~September~~to ~~30,~~the ~~2015,~~SEC’s weRegulation ~~issued~~S-K ~~22,100~~Compliance ~~shares~~and ofDisclosure ~~our~~Interpretation ~~common stock at $9~~106.~~05 per share to our advisor in exchange for $200~~01,~~005~~ inthe ~~cash.~~information Inregarding ~~issuing such shares of our common stock to our advisor, we relied on~~ the ~~exemption~~Corporation’s ~~from~~equity ~~the~~compensation ~~registration~~plans ~~requirements~~required ofby ~~the~~this ~~Securities~~Item ~~Act~~pursuant ~~provided~~to byItem ~~Section 4~~201(ad)~~(2)~~ of ~~the~~Regulation ~~Securities~~S-K ~~Act.~~is ~~Our~~located ~~advisor,~~in byItem ~~virtue~~12 of ~~its~~Part ~~affiliation~~III ~~with~~of ~~us,~~this ~~had~~annual ~~access~~report ~~to information concerning our proposed operations~~ and ~~the~~is ~~terms~~incorporated ~~and~~herein ~~conditions~~by ~~of its investment~~reference.

On September 30, 2015, our operating partnership issued limited partnership interests to Hartman vREIT XXI Holdings LLC in exchange for $1,000 and issued special limited partnership interests to Hartman vREIT XXI SLP LLC in exchange for $1,000. In issuing such limited partnership interests our operating partnership relied on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act. We, Hartman vREIT XXI Holdings LLC and Hartman vREIT XXI SLP LLC, by virtue of our affiliation with our operating partnership, had access to information concerning our operating partnership’s proposed operations and the terms and conditions of its investment.

The shares of restricted stock issued to our independent directors were issued in transactions exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act.

Use of Offering Proceeds from Sales of Registered Securities

Our follow-on offering (File no. 333-232308) was declared effective January 14, 2020. In our follow-on offering, we are offering up to $180,000,000 in any combination of Class A and Class T shares of our common stock to the public and up to $5,000,000 in Class A and Class T shares of our common stock to our stockholders pursuant to our distribution reinvestment plan.

On May 12, 2020, the Company's board of directors authorized the classification and designation of Class I and Class S common stock. As of December 31, 2021, 900,000,000 shares of capital stock were classified as common stock, par value $0.01 per share, 270,000,000 of which were classified and designated as Class A common stock (“Class A Shares”), 280,000,000 were classified and designated as Class S common stock ("Class S Shares"), 280,000,000 of which were classified as Class I common stock ("Class I Shares"), and 70,000,000 were designated as Class T Common stock (“Class T Shares”).

The additional share classes have been included in an amendment to the Company's registration statement and prospectus which was declared effective by the Securities and Exchange Commission on July 27, 2020.

Effective May 12, 2021, the sale price of our Class A, Class S, Class I and Class T common shares to the public is $11.38, $10.61, $10.23 and $10.89 per share, respectively, representing the net asset value per share as determined by the board of directors plus the applicable sales commissions and managing broker dealer fees. The sale price of all classes of common shares to our shareholders pursuant to the distribution reinvestment plan is $10.23 per share.

Our board of directors may, in its sole discretion and from time to time, change the price at which we offer shares to the public in the primary offering or pursuant to our distribution reinvestment plan to reflect changes in our estimated value per share and other factors that our board of directors deems relevant.

As of December 31, 2021, we had accepted subscriptions for, and issued 8,483,580, net of redemptions, shares of our Class A common stock in our initial public offering, including 666,094 shares issued pursuant to our distribution reinvestment plan, and 479,219, net of redemptions, shares of our Class T common stock, including 31,335 shares issued pursuant to our distribution reinvestment plan and stock distributions, 22,442 shares, of our Class I common stock and 19,708 shares of our Class S common stock, resulting in gross proceeds of $88,987,006.

As of December 31, 2021, we had incurred selling commissions, dealer manager fees and distribution and shareholder servicing fee, and our advisor had incurred organization and other offering costs in our initial public offering in the amounts set forth in the table below. Our dealer manager reallowed all the selling commissions and a portion of the dealer manager fees to participating broker-dealers.

Initial Public Offering:

Type of Expense	Amount (in thousands)		Estimated/Actual
Selling commissions and dealer manager fees	$	6,497	Actual
Finders’ fees	—		—
Expenses paid to or for underwriters	—		—
Other organization and offering costs	1,817		Actual
Total expenses	$	8,314

As of December 31, 2021, the net offering proceeds to us from our initial public offering after deducting the total expenses incurred as described above, were $73,463,000. The ratio of the cost of raising capital to capital raised was approximately 11.32%.

We intend to use sustainably all of available net proceeds from our ongoing public offering to continue to invest in commercial real estate properties. As of December 31, 2021, we used $48,980,000 of the net proceeds from our public offering, plus debt financing, to purchase ten properties and we had used $8,027,000 of net proceeds to invest in an unconsolidated real estate joint venture between our company and Hartman XX Limited partnership, the operating partnership of our affiliate, Hartman XX. We had also used $3,707,000 of net offering proceeds to invest in Hartman XX common shares and Hartman XX Operating partnership OP units. We used $11,388,000 of net offering proceeds to invest in our taxable REIT subsidiary and affiliate notes receivable.

Share Redemption Program

Our common stock is currently not listed on a national securities exchange and we will not seek to list our common stock unless and until such time as our board of directors determines that the listing of our common stock would be in the best interests of our stockholders. In order to provide stockholders with the benefit of some interim liquidity, our board of directors has adopted a share redemption program that permits you to sell your shares back to us, subject to the significant conditions and limitations described below.

No shares can be redeemed under our share redemption program until after the third anniversary of the date of purchase of such shares; provided, however, that this holding period will not apply to redemptions requested in connection with a

stockholder’s death or qualifying disability (as defined below) or upon a stockholder’s confinement to a long-term care facility (upon the conditions set forth below). In addition, in the event that you redeem all of your shares, any shares that you purchased pursuant to our DRIP may be excluded from the foregoing three-year holding period requirement, in the discretion of our board of directors. Our board of directors reserves the right in its sole discretion at any time to waive the three-year holding period in the event of other exigent circumstances affecting a stockholder. For purposes of the three-year holding period, limited partners of our operating partnership who exchange their limited partnership units for Class A shares of our common stock will be deemed to have owned their shares as of the date they were issued their limited partnership units in our operating partnership. For a description of the exchange rights of the limited partners of our operating partnership, see the section of this prospectus captioned “The Operating Partnership Agreement-Exchange Rights."

Other than with respect to shares being redeemed in connection with a stockholder’s death or qualifying disability or upon a stockholder’s confinement to a long-term care facility, we will redeem shares under our share redemption program at a price equal to the then-current estimated NAV per share of the applicable share class.

Shares redeemed in connection with a stockholder’s death or qualifying disability or upon a stockholder’s confinement to a long-term care facility (provided that the condition causing such qualifying disability was not preexisting on the date that such person became a stockholder or that the stockholder was not confined to a long-term care facility on the date the person became a stockholder) will be redeemed at a price equal to (i) for shares that have been held for less than three years, the purchase price paid by such deceased or disabled stockholder for such shares or, (ii) for shares held three years or longer, the most recently reported estimated NAV per share for the class of shares being redeemed.

Subject to the conditions and limitations described below, we will redeem shares upon the death of a stockholder who is a natural person, including shares held by such stockholder through a revocable grantor trust or an IRA or other retirement or profit-sharing plan, after receiving written notice from the estate of the stockholder, the recipient of the shares through bequest or inheritance, or, in the case of a revocable grantor trust, the trustee of such trust, who shall have the sole ability to request redemption on behalf of the trust. We must receive the written notice within 270 days after the death of the stockholder. If spouses are joint registered holders of shares, the request to redeem the shares may be made if either of the registered holders dies. If the stockholder is not a natural person, such as a trust other than a revocable grantor trust, partnership, corporation or other similar entity, these special redemption rights upon death do not apply.

Subject to the conditions and limitations described below, we will redeem shares held by a stockholder who is a natural person, including shares held by such stockholder through a revocable grantor trust or an IRA or other retirement or profit-sharing plan, with a qualifying disability or upon confinement to a long-term care facility, after receiving written notice from such stockholder, provided that the condition causing the qualifying disability was not preexisting on the date that the person became a stockholder or that the stockholder seeking redemption was not confined to a long-term care facility on the date the person became a stockholder. We must receive written notice within 270 days after the determination of such stockholder’s qualifying disability or, with respect to redemptions sought upon a stockholder’s confinement to a long-term care facility, within 270 days of the earlier of (1) the one-year anniversary of the stockholder’s admittance to the long-term care facility or (2) the date of the determination of the stockholder’s indefinite confinement to the long-term care facility by a licensed physician. If the stockholder is not a natural person, such as a trust (other than a revocable grantor trust), partnership, corporation or other similar entity, these special redemption rights do not apply.

We are not obligated to repurchase shares of our common stock under the share redemption program. Notwithstanding the procedures discussed below, our board of directors may, in its sole discretion, accept or reject any share redemption request made by any stockholder at any time.

Our board of directors, in its sole discretion, may suspend implementation or amend our share redemption program at any time it determines that such suspension, termination or amendment is in our best interest.

For the years ended December 31, 2021 and 2020 we received, 30 and 15 requests, respectively, for share redemptions pursuant to the terms of our share redemption program. For the year ended December 31, 2021, we redeemed 72,921 shares at a weighted average price of $10.23 per share. For the year ended December 31, 2020, we redeemed 11,909 shares at a weighted average price of $11.16 per share. For the period from our initial public offering commencement date to December 31, 2021, we received and fulfilled 12 redemption requests representing 106,001 shares of our common stock. Redemption prices paid were as set forth in our share redemption program. The source of cash used to fund the redemption requests was subscription proceeds. As of December 31, 2021, we had unfulfilled redemption requests for 29,642 shares.

During the three months ended December 31, 2021, we fulfilled redemption requests and redeemed shares of our common stock pursuant to our share redemption program as follows:

	Total Number ofShares Requested tobe Redeemed (1)	Total Number ofShares Redeemed	Average PricePaid per Share		Approximately DollarValue of SharesAvailable That MayYet Be RedeemedUnder the Program
October 2021	—	—	$	—	(2)
November 2021	—	21,011	10.23		(2)
December 2021	7,250	—	—		(2)
Total	7,250	21,011	$	10.23

(1) We generally redeem shares in the month following the end of the fiscal quarter in which requests were received.

(2) The number of shares that may be redeemed pursuant to our share redemption program will not exceed (i) 5% of the weighted-average number of shares outstanding during the 12-month period immediately prior to the effective date of the redemption and (ii) those share redemptions that can be funded with proceeds from our distribution reinvestment plan plus, if we had positive net operating cash flow for the previous fiscal year, 1% of all operating cash flow from the previous fiscal year.

Distribution Policy

To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to annually distribute at least 90% of our REIT taxable income (computed without regard to the dividends-paid deduction and excluding net capital gain and which does not necessarily equal net income as calculated in accordance with U.S. generally accepted accounting principles, or GAAP) to our stockholders. Our board of directors may authorize distributions in excess of those required for us to maintain REIT status depending on our financial condition and such other factors as our board of directors deems relevant.

For federal income tax purposes, distributions to common stockholders are characterized as ordinary dividends, capital gain distributions or nontaxable distributions. To the extent that we make distributions in excess of our current or accumulated earnings and profits, the distribution will be a nontaxable return of capital which reduces the tax basis of each share of common stock held by a U.S. stockholder. The amount of distributions in excess of a U.S. stockholder’s tax basis will be a taxable gain realized upon the sale of the stockholders’ shares.

The following table reflects the total distributions the Company has paid in cash, stock and pursuant to our distribution reinvestment plan for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, in thousands:

Period	Cash (1)		DRP & Stock (2)		Total
First Quarter 2022	$	1,459	$	583	$	2,042
Second Quarter 2022	899		586		1,485
Third Quarter 2022	335		565		900
Fourth Quarter 2022	—		—		—
Total	$	2,693	$	1,734	$	4,427
First Quarter 2021	$	566	$	566	$	1,132
Second Quarter 2021	1,117		578		1,695
Third Quarter 2021	862		581		1,443
Fourth Quarter 2021	286		605		891
Fourth Quarter 2021 (3)	286		605		891
Total	$	2,831	$	2,330	$	5,161
First Quarter 2020	$	771	$	543	$	1,314
Second Quarter 2020	790		605		1,395
Third Quarter 2020	798		605		1,403
Fourth Quarter 2020	821		620		1,441
Total	$	3,180	$	2,373	$	5,553

(1)Distributions are paid on a monthly basis. Distributions for all record dates of a given month are paid approximately 2030 days following the end of such month. Distributions for the month of October and November which would have been paid in November and December 2021 were not paid until January 2022. The delay occurred while the Company was changing to a stock transfer agent.

~~Item~~(2)Amount ~~6. Selected~~of ~~Financial~~distributions ~~Data~~paid in shares of common stock pursuant to our distribution reinvestment plan and stock dividend distribution.

41(3) Distributions for the month of October 2021 and November 2021 which would have been paid in November 2021 and December 2021 were not paid until January 2022. The delay occurred while the Company was changing stock transfer agents.

~~The~~Unregistered ~~following~~Sales ~~selected financial data as~~ of ~~December~~Equity 31, 2021 and 2020 and for the years ended December 31, 2021 and 2020, should be read in conjunction with the accompanying consolidated financial statements and related notes thereto and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our results of operations for the periods presented below are not indicative of those expected in future periods.Securities

	As of December 31,
Balance Sheet Data	2021		2020
Total real estate assets, at cost	$	84,012	$	80,674
Total real estate assets, net	$	67,643	$	69,825
Total assets	$	99,537	$	102,437
Notes payable, net	$	37,655	$	35,213
Total liabilities	$	43,583	$	40,449
Total special limited partnership interests	$	1	$	1
Total stockholders’ equity	$	55,953	$	61,987

In 2022, the Company issued 9,833 restricted (time-vesting) shares to its independent directors as director compensation. These shares were issued in transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

	For the year ended December 31,
Operating Data	2021		2020
Total revenues	$	12,905	$	13,028
Net loss	$	(2,206)	$	(2,002)
Net loss per common share – basic and diluted	$	(0.25)	$	(0.23)

Issuer Purchases of Equity Securities

	For the year ended December 31,
Other Data	2021		2020
Cash flow provided by (used in)
Operating activities	$	5,114	$	4,141
Investing activities	$	(4,310)	$	(18,409)
Financing activities	$	(1,207)	$	14,404
Distributions (paid) in cash	$	(2,831)	$	(3,180)
Distributions declared for common shares (1)	$	5,756	$	5,564
Weighted average number of common shares outstanding, basic and diluted	$	8,950	$	8,691
FFO (2)	$	4,379	$	4,751
MFFO (2)	$	4,423	$	5,146

Neither the Company nor any of its affiliated purchasers (as defined in Rule 10b-118 promulgated under the Exchange Act) purchased any shares of common stock during the three-month period ended December 31, 2022.

~~(1) We~~Item ~~paid our first monthly distribution payment in January 2017~~6. ~~See “Distribution Policy~~ Reserved.”

(2) GAAP basis accounting for real estate utilizes historical cost accounting and assumes real estate values diminish over time. In an effort to overcome the difference between real estate values and historical cost accounting for real estate assets, the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT, established the measurement tool of funds from operations (“FFO”). Since its introduction, FFO has become a widely used non-GAAP financial measure among REITs. Additionally, we use modified funds from operations (“MFFO”) as defined by the Investment Program Association as a supplemental measure to evaluate our operating performance. MFFO is based on FFO but includes certain adjustments we believe are necessary due to changes in accounting and reporting under GAAP since the establishment of FFO. Neither FFO nor MFFO should be considered as alternatives to net loss or other measurements under GAAP as indicators of our operating performance, nor should they be considered as alternatives to cash flow from operating activities or other measurements under GAAP as indicators of liquidity. For additional information on how we calculate FFO and MFFO and a reconciliation of FFO and MFFO to net loss, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Funds From Operations and Modified Funds From Operations.”39

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the ~~“Selected Financial Data” above and the~~ accompanying consolidated financial statements of Hartman vREIT XXI, Inc. and the notes thereto included elsewhere in this Annual Report. See “Cautionary Note Regarding Forward Looking Statements” preceding Part I of this Annual Report.

Impact of Coronavirus Outbreak

Since the beginning of 2020, the COVID-19 pandemic has significantly impacted the global and U.S. economies. The Company’s properties are all located in Texas in the metropolitan areas of Houston, Dallas and San Antonio. The operation of tenant businesses is subject to the business judgement of tenant business owners and the direction of government authorities and public health officials. In accordance with the advice of the CDC due to the threat presented by the ongoing COVID-19 pandemic, some of the Company's office property tenants adopted remote working for their office employees, and we increased our janitorial cleaning protocols in our buildings. The rental obligations under our leases have not been materially affected by the COVID-19 pandemic to date, and any requests for rent adjustments are addressed on a case-by-case basis. During 2021, many of our tenants began to bring employees back to the office at least a few days a week, decreasing the time their teams were working remotely and increasing the physical occupancy at our properties.

Although the impact of the COVID-19 pandemic on our business has not been severe to date, the long-term impact of the pandemic on our tenants or prospective tenants and the world-wide economy is uncertain and will depend on the scope, severity, and duration of the pandemic. A prolonged economic downturn resulting from the pandemic could adversely affect many of our tenants or prospective tenants, which could, in turn, adversely impact our business, financial condition, and results of operations.

Overview

InHartman ~~our~~Advisors ~~follow-on~~II, ~~offering~~LLC, which we ~~are~~refer ~~offering~~to upas toour ~~$180~~advisor,~~000,000~~ inmanages ~~any~~our ~~combination~~day-to-day ofoperations ~~Class A~~ and ~~Class~~our Tportfolio ~~shares~~ of ~~our~~properties ~~common stock to the public~~ and upreal toestate-related $5assets,~~000,000~~ insubject ~~Class~~to Acertain limitations and ~~Class~~restrictions. TOur ~~shares~~advisor ofsources ~~our~~and ~~common~~presents ~~stock~~investment opportunities to our ~~stockholders~~board ~~pursuant~~of todirectors. ~~our~~Our ~~distribution~~advisor ~~reinvestment~~also ~~plan. Our~~provides ~~follow-on~~investment ~~offering~~management, ~~(File~~marketing, ~~no.~~investor ~~333-232308)~~relations ~~was~~and ~~declared~~other ~~effective~~administrative ~~January~~services ~~14,~~on ~~2020~~our behalf.

On May 1230, ~~2020~~2023, ~~the~~after ~~Company's~~one ~~board~~short-term ofextension, ~~directors authorized~~ the ~~classification~~Company ~~and~~completed ~~designation~~a ofrefinancing ~~Class~~combining Ithe ~~and Class S common stock. As of December 31~~MCFA, ~~2021,~~the ~~900,000,000~~MCFA ~~shares of capital stock were classified as common stock~~II, ~~par~~and ~~value~~the $~~0.01 per share~~2, ~~270~~250,000~~,000~~ ofterm ~~which~~loan ~~were~~into ~~classified~~one ~~and~~Master ~~designated~~Credit asFacility ~~Class A common stock (“Class A Shares”), 280,000,000 were classified and designated as Class S common stock ("Class S Shares"), 280,000,000~~ of ~~which were classified as Class I common stock ("Class I Shares")~~$53, ~~and 70,~~000,000 ~~were designated as Class T Common stock (“Class T Shares”)~~. ~~The~~ additional share classes have been included in an amendment to the Company's registration statement and prospectus which was declared effective by the Securities and Exchange Commission on July 27, 2020.

~~Effective~~On ~~May 12~~August 23, ~~2021~~2024, the ~~sale~~Company ~~price~~completed ~~of our Class A, Class S, Class I and Class T common shares to~~ the ~~public~~sale isof ~~$11.38,~~Richardson ~~$10.61,~~Tech ~~$10.23~~Center ~~and~~for $10~~.89 per share~~, ~~respectively~~261, ~~representing the net asset value per share as determined by the board of directors plus the applicable sales commissions and managing broker dealer fees~~000. The ~~sale~~property ~~price~~was ofacquired ~~all~~in ~~classes~~March of2018 ~~common~~for ~~shares to our shareholders pursuant to the distribution reinvestment plan is~~ $105,040,000.23 ~~per share.~~

~~Our~~On ~~board~~August ~~of directors may~~23, in2024 ~~its sole discretion and from time to time, change~~ the ~~price~~Master atCredit ~~which~~Facility wewas ~~offer~~reduced ~~shares~~due to the ~~public~~sale inof ~~the~~Richardson ~~primary~~Tech ~~offering~~Center ~~or pursuant~~ to ~~our~~$42,861,000 ~~distribution~~with ~~reinvestment~~a ~~plan~~loan tomaturity ~~reflect~~date ~~changes in our estimated value per share and other factors that our board~~ of ~~directors~~July ~~deems relevant. If we revise the price at which we offer our shares of common stock based upon changes in our estimated value per share~~15, ~~we do not anticipate that we will do so more frequently than quarterly~~2025. ~~Our estimated value per share will be approved by our board of directors and calculated by our advisor based~~

43On August 11, 2025 the Master Credit Facility was extended from its original maturity date of July 15, 2025 to and through July 15, 2027.

~~upon~~Management ~~current~~has ~~available~~concluded ~~information~~that ~~which~~there ~~may~~is ~~include~~substantial ~~valuations~~doubt regarding the Company’s ability to continue as a going concern within one year of ~~our~~the ~~assets~~issuance ~~obtained~~date byof ~~independent~~these ~~third~~consolidated financial statements, due to uncertainty about the ability to meet certain loan covenant requirements of the Master Credit Facility with East West Bank. However, management believes that the Company will be able to effectively manage day-~~party~~to-day ~~appraisers~~operations orand ~~qualified~~meet ~~independent~~these ~~valuation~~loan ~~experts~~covenant requirements to remain in compliance, which is expected to mitigate the covenant issue within one year of the issuance date of these consolidated financial statements. See Note 14 (Subsequent Events) for additional information regarding loan extensions.

AsUpon ofextending ~~December~~our 31debt, ~~2021,~~ we ~~had~~believe ~~accepted~~that ~~subscriptions~~we ~~for,~~will ~~and~~have ~~issued~~sufficient ~~8,483,580~~capital ~~shares,~~to ~~net~~meet ofour ~~redemptions,~~existing ofdebt ~~our~~service ~~Class~~and Aother ~~common~~operating ~~stock~~obligations infor ~~our~~the ~~initial~~next ~~public~~year ~~offering,~~and ~~including~~that ~~666,094~~we ~~shares~~have ~~issued~~adequate ~~pursuant~~resources to fund our ~~distribution~~cash ~~reinvestment~~needs. ~~plan,~~While ~~and~~management ~~479,219~~has ~~shares,~~identified ~~net~~substantial ofdoubt ~~redemptions,~~regarding of our ~~Class~~ability Tto ~~common~~continue ~~stock~~as ina ~~our~~going ~~initial~~concern ~~public~~due ~~offering,~~to ~~including~~uncertainty ~~31,335~~around ~~shares~~meeting ~~issued~~certain ~~pursuant~~loan tocovenant ~~our~~requirements ~~distribution~~under ~~reinvestment~~the ~~plan~~Master ~~resulting~~Credit inFacility ~~gross~~with ~~proceeds~~East ofWest ~~$88~~Bank,~~987,006.~~ Wewe ~~intend~~believe towe ~~use~~will ~~the~~be ~~net~~able ~~proceeds~~to ~~from~~effectively ~~initial~~manage ~~and follow~~day-~~on public offerings~~ to-day ~~continue~~operations toand ~~acquire~~maintain ~~commercial~~compliance ~~real~~with ~~estate~~these ~~properties located primarily in Texas~~covenants. WeThis ~~intend~~is expected to ~~offer~~mitigate ~~shares~~the ofcovenant-related ~~our~~concerns ~~common~~within ~~stock~~one onyear aof ~~continuous basis until January 14, 2023, three years from~~ the issuance date of ~~the~~these ~~commencement~~consolidated offinancial ~~our~~statements. ~~follow-on~~However, ~~public~~our ~~offering.~~operations Weremain ~~intend~~subject to ~~conduct~~ a ~~continuous~~variety ~~offering~~ of anrisks, ~~unlimited~~including, ~~member~~but ofnot ~~shares~~limited ~~of our common stock over an unlimited time period by filing a new registration statement prior~~ to, ~~the~~changes ~~end of the three-year period described~~ in ~~Rule~~national ~~415~~economic ~~under~~conditions, ~~the~~restricted ~~securities~~financing ~~act~~availability, ofdemographic ~~1933~~shifts, asinterest ~~amended,~~rate ~~however~~fluctuations, inand ~~certain~~declining ~~states~~real ~~this~~estate ~~offering is subject to annual extension~~valuations. We ~~reserve~~As ~~the~~a ~~right~~result toof ~~terminate~~these ~~our~~uncertainties, ~~public~~there ~~offering~~can atbe ~~any~~no ~~time.~~assurance ~~D.H.~~that ~~Hill~~we ~~Securities,~~will ~~LLLP~~meet ~~is the dealer manager for~~ our ~~public~~investment ~~offering~~objectives ~~and~~or isthat ~~responsible~~these ~~for~~risks ~~the~~will ~~distribution~~not ofadversely affect our ~~common~~properties ~~stock~~or infinancial ~~our public offering~~results.

Hartman XXI Advisors, LLC, which we refer to as our advisor, manages our day-to-day operations and our portfolio of properties and real estate-related assets, subject to certain limitations and restrictions. Our advisor sources and presents investment opportunities to our board of directors. Our advisor also provides investment management, marketing, investor relations and other administrative services on our behalf.40

We have a $20,000,000 revolving credit agreement loan outstanding as of December 31, 2021 which has an extended maturity date of March 27, 2022, a second $20,000,000 revolving credit loan with a maturity date of March 9, 2023, and a $2,520,000 term loan which has a maturity date of March 14, 2022, each of which is within one year of the date that this Annual Report was available to be issued. Management has considered whether there is substantial doubt about the Company's ability to continue as a going concern within one year of the issuance date of these consolidated financial statement due to the fact of the uncertainty regarding the loan maturity of the revolving credit agreement loan and the term loan agreement, as set forth in Accounting Standards Codification (ASC) 205-40, “Presentation of Financial Statements – Going Concern.” Refer to Note 15 (Subsequent Events) of the consolidated financial statements for additional information regarding loan extensions.

Without limiting the foregoing, we believe that we will have sufficient capital to meet our existing debt service and other operating obligations for the next year and that we have adequate resources to fund our cash needs. However, our operations are subject to a variety of risks, including, but not limited to, changes in national economic conditions, the restricted availability of financing, changes in demographic trends and interest rates and declining real estate valuations. As a result of these uncertainties, there can be no assurance that we will meet our investment objectives or that the risks described above will not have an adverse effect on our properties or results of operations.

Substantially all of our business is conducted through Hartman vREIT XXI Operating Partnership, L.P., a Texas limited partnership, which we refer to as our operating partnership. We are the sole general partner of our operating partnership and Hartman vREIT XXI Holdings LLC, and Hartman vREIT XXI SLP, LLC, affiliates of our advisor, are the initial limited partners of our operating partnership. As we accept subscriptions for shares of our common stock, we will transfer substantially all of the net proceeds of the offering to our operating partnership as a capital contribution. The limited partnership agreement of our operating partnership provides that our operating partnership will be operated in a manner that will enable us to (1) satisfy the requirements for being classified as a REIT for federal income tax purposes, (2) avoid any federal income or excise tax liability and (3) ensure that our operating partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Internal Revenue Code of 1986, as amended, which classification could result in our operating partnership being taxed as a corporation rather than as a partnership. In addition to the administrative and operating costs and expenses incurred by our operating partnership in acquiring and operating our investments, our operating partnership will pay all of our administrative costs and expenses, and such expenses will be treated as expenses of our operating partnership. We will experience a relative increase in liquidity as additional subscriptions for shares of our common stock are received and a relative decrease in liquidity as offering proceeds are used to acquire and operate our assets.

We elected to be treated as a real estate investment trust, or REIT, under the Internal Revenue Code beginning with our taxable year ended December 31, 2017. If we qualify as a REIT for federal income tax purposes, then we generally will not be subject to federal income tax on income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, then we will be subject to federal income tax on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which qualification is denied or lost. Failing to qualify as a REIT could materially and adversely affect our net income and results of operations.

Review of our Investment Policies

44Our board, including our independent directors, has reviewed our investment policies as described in this Annual Report and determined that such policies are in the best interests of the Company based on the following factors: (1) such policies increase the likelihood that we will be able to acquire a diversified portfolio of income producing properties, thereby reducing risk in our portfolio; (2) our executive officers and directors and the affiliates of our advisor have expertise with the type of real estate investments we seek; (3) there are sufficient property acquisition opportunities with the attributes that we seek; and (4) borrowings should enable us to purchase assets and earn income more quickly, thereby increasing the likelihood of generating income for our stockholders and preserving stockholder capital.

Our board, including our independent directors, has reviewed our investment policies as described in this Annual Report and determined that such policies are in the best interests of our stockholders based on the following factors: (1) such policies increase the likelihood that we will be able to acquire a diversified portfolio of income producing properties, thereby reducing risk in our portfolio; (2) our executive officers and directors and the affiliates of our advisor have expertise with the type of real estate investments we seek; (3) there are sufficient property acquisition opportunities with the attributes that we seek; and (4) borrowings should enable us to purchase assets and earn income more quickly, thereby increasing the likelihood of generating income for our stockholders and preserving stockholder capital.

Critical Accounting Policies and Estimates

General

We consider the accounting policies described below to be critical because they involve significant judgments and assumptions, require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions is different, then it is possible that different accounting policies ~~will~~would be applied or different amounts of assets, liabilities, revenues and expenses ~~will~~would be recorded, resulting in a different presentation of the consolidated financial statements or different amounts reported in the consolidated financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.

Income Taxes

We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code, commencing in the taxable year ended December 31, 2017. ~~Provided~~As ~~that we continue to qualify as~~ a REIT, we generally ~~will~~are not be subject to federal ~~corporate~~ income tax toon ~~the~~income ~~extent~~that we distribute ~~our REIT taxable income~~ to our stockholders,. soIf ~~long as~~ we ~~distribute~~fail atto ~~least~~qualify 90as ~~percent~~a ofREIT ~~our~~in ~~REIT~~any taxable ~~income~~year ~~(which~~after isthe ~~computed~~year ~~without~~in ~~regard~~which we initially elected to ~~the~~be ~~dividends~~treated ~~paid~~as ~~deduction~~a orREIT, ~~net~~then ~~capital~~we ~~gain~~would ~~and~~be ~~which~~subject ~~does~~to ~~not~~federal ~~necessarily~~income ~~equal~~tax ~~net~~on our taxable income asat ~~calculated~~regular incorporate ~~accordance~~rates ~~with~~and ~~GAAP.) REITs~~will ~~are~~not ~~subject~~be permitted to aqualify ~~number~~for oftreatment ~~other~~as ~~organizational~~a ~~and~~REIT ~~operational~~for ~~requirements. Even~~federal ifincome wetax ~~qualify~~purposes for ~~taxation~~four asyears afollowing ~~REIT,~~the weyear ~~may~~in bewhich ~~subject~~our toqualification ~~certain~~is ~~state~~denied. ~~and~~Such ~~local~~an ~~taxes~~event oncould materially and adversely affect our net income. ~~and property~~However, ~~and~~we ~~federal~~believe ~~income~~that we are organized and ~~excise~~will ~~taxes~~operate onin ~~its~~a ~~undistributed~~manner ~~income. Prior~~that towill ~~qualifying~~enable us to bequalify ~~taxed~~for treatment as a REIT, for federal income tax purposes and we ~~will~~intend beto ~~subject~~operate so as to ~~normal~~remain ~~federal~~qualified ~~and~~as ~~state~~a ~~corporation~~REIT for federal income ~~taxes~~tax purposes.

We account for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We record a valuation allowance for net deferred tax assets that are not expected to be realized.

For the years ended December 31, ~~2021~~2022 and ~~2020~~2021, we incurred a net loss of $21,~~206~~930,000 and $2,~~002~~206,000, respectively. We do not anticipate forming any taxable REIT subsidiaries or otherwise generating future taxable income which may be offset by the net loss carry forward. We consider that any deferred tax benefit and corresponding deferred tax asset which may be recorded in light of the net loss carry forward would be properly offset by an equal valuation allowance in that no future taxable income is expected. Accordingly, no deferred tax benefit or deferred tax asset has been recorded in the consolidated financial statements.

Management has reviewed our tax positions and is of the opinion that material positions taken by us would more likely than not be sustained upon examination. Accordingly, we have not recognized a liability related to uncertain tax positions as of December 31, ~~2021~~2022 and ~~2020~~2021, respectively.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ~~ASU~~Accounting ~~No.~~Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The updated guidance requires measurement and recognition of expected credit losses for financial assets, including trade and other receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This is different from the current guidance as this will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. Generally, the pronouncement requires a modified retrospective method of adoption. This guidance is effective for fiscal years and interim periods within those years beginning after January 2023, with early adoption permitted. The Company will adopt ASU No. 2016-13 from January 1, 2023. This adoption will not have a material impact on the consolidated financial statements.

45In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedients for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard is effective for all entities as of March 12, 2020 through December 31, 2022. An entity can elect to apply the amendments as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to that date that the financial statements are available to be issued. In October 2022, the FASB approved a two-year extension of the temporary accounting relief provided under ASU 2020-04 to December 31, 2024.

~~periods~~For ~~within~~the ~~those~~period ~~years~~from ~~beginning~~January ~~after~~1, ~~January~~2020 ~~2023~~(the earliest date the Company may elect to apply ASU 2020-04) through December 31, ~~with~~2022, ~~early~~the ~~adoption~~Company ~~permitted~~did not have any contract modifications impacting current reference rates. The Company's isSASB ~~currently~~Loan ~~evaluating~~and derivative instrument use LIBOR as the ~~impact~~current ~~this~~reference ~~guidance~~rate. ~~will~~The ~~have~~optional onexpedients ~~the~~for ~~consolidated~~hedging ~~financial~~relationships ~~statements~~described ~~when~~in ~~adopted~~ASU 2020-04 are not expected to have an impact to the Company.

In ~~March~~November ~~2020~~2023, the FASB, issued ASU No. ~~2020~~2023-~~04,~~07 ~~Reference~~– ~~Rate~~Segment ~~Reform~~Reporting (Topic ~~848~~280): ~~Facilitation~~Improvements ofto ~~the~~Reportable ~~Effects~~Segment ofDisclosures. ~~Reference~~The ~~Rate~~amended ~~Reform~~guidance onrequires ~~Financial~~the ~~Reporting.~~disclosure ~~ASU~~of ~~2020-04~~incremental ~~provides~~segment ~~optional~~information, ~~expedients~~including ~~for~~significant asegment ~~limited~~expenses ~~period~~that ofare ~~time~~regularly provided to ~~ease~~ the ~~potential~~chief ~~burden~~operating indecision ~~accounting~~maker ~~for~~ (or“CODM”) ~~recognizing~~and ~~the~~a ~~effects~~reconciliation of) ~~reference~~segment ~~rate~~profit ~~reform~~or onloss ~~financial~~to ~~reporting~~net income. ~~ASU~~The ~~2020-04~~title ~~provides optional expedients~~ and ~~exceptions~~position ~~for~~of ~~applying~~the ~~GAAP~~CODM tomust ~~contracts,~~also ~~hedging~~be ~~relationships~~disclosed, ~~and~~along ~~other~~with ~~transactions~~how ~~affected~~the byCODM ~~reference~~uses ~~rate~~the ~~reform~~reported ifmeasures ~~certain~~to ~~criteria~~assess ~~are~~segment ~~met.~~performance ~~The~~and ~~standard~~to isallocate ~~effective~~resources. ~~for~~Entities ~~all~~with ~~entities~~a assingle ofreportable ~~March~~segment ~~12,~~(such ~~2020~~as ~~through~~the ~~December~~Company) ~~31,~~will ~~2022.~~be Anrequired ~~entity can elect~~ to ~~apply~~provide the ~~amendments~~disclosures asrequired ofby ~~any~~Topic ~~date~~280, ~~from~~as ~~the~~amended. ~~beginning~~The ofstandard anbecame ~~interim~~effective ~~period~~for ~~that~~the ~~includes~~Company oron isJanuary ~~subsequent~~1, to2024 ~~March~~and ~~12,~~the ~~2020,~~required ordisclosures ~~prospectively~~for ~~from~~the aCompany ~~date~~will ~~within~~begin anwith ~~interim~~its ~~period~~Annual ~~that~~Report ~~includes~~on orForm is10-K ~~subsequent~~for tothe ~~March~~fiscal ~~12,~~year ~~2020,~~ending upDecember to31, ~~that~~2024. ~~date~~With ~~that~~ the ~~financial~~Company ~~statements~~having ~~are~~only ~~available~~one tosegment, bethe ~~issued.~~adoption, ~~The~~effective ~~Company~~January is1, ~~currently~~2024, ~~evaluating~~did ~~the~~not ~~impact~~have ~~this~~a ~~guidance~~material ~~will~~impact ~~have~~ on the Company’s consolidated financial statements ~~when adopted~~.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance focuses on providing more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. Pursuant to this ASU, the footnotes to the Company's consolidated financial statements may include incremental disclosures related to income taxes. This standard is effective for annual periods beginning after December 15, 2024, therefore, compliance with this ASU will be required beginning with the Company's annual report on Form 10-K for the year ending December 31, 2025, with early adoption permitted. The Company expects to adopt this ASU for its annual report on Form 10-K for the year ending December 31, 2025, and is continuing to research the impact of this amended guidance, however, does not expect this standard to have a material impact on its consolidated financial statements.

In November 2024 and January 2025, the FASB issued ASU No. 2024-03 and ASU No. 2025-01, respectively. Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("Update 2024-03"), which requires companies to disclose additional information for certain relevant expense categories in the Statements of Operations and within the notes to the financial statements. Update 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted and can be applied either prospectively to financial statements issued for reporting periods after the effective date, or retrospectively to prior periods which are presented in the financial statements. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

Inflation

Although inflation has been historically low and has had a minimal impact on the operating performance of our properties, inflation has recently increased in the United States. Monetary policy and stimulus measures implemented by the federal government and the Federal Reserve could lead to higher inflation rates or lengthen the period of inflation, which may negatively impact our tenants, our operating costs, and our construction costs. Our increased use of net lease agreements mitigates the adverse effect of inflation, including rent escalations and requirements for tenants to pay their allocable share of operating expenses, including common area maintenance, utilities, real estate taxes, and insurance. Additionally, many of our leases are for terms less than ten years, which allows us to target increased rents to current market rates upon renewal.

Tariffs

REIT Compliance

We elected to be taxed as a REIT under the Internal Revenue Code beginning with our taxable year ended December 31, 2017. To qualify as a REIT for tax purposes, we are required to distribute at least 90% of our REIT taxable income (determined for this purpose without regard to the dividends-paid deduction and excluding net capital gain) to our stockholders. We must also meet certain asset and income tests, as well as other requirements. We will monitor the business and transactions that may potentially impact our REIT status. If we fail to qualify as a REIT in any taxable year following the taxable year in which we initially elect to be taxed as a REIT, then we ~~will~~would be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which our REIT qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders. We did not meet all of the qualifications to be a REIT under the Internal Revenue Code for the year ended December 31, 2016 and the period from September 3, 2015 (inception) to December 31, 2016.

Our Real Estate Investments

As of December 31, ~~2021~~2022, our investments in real estate assets consist of ten properties listed below, a 2.47% interest in an affiliate special purpose entity ~~which~~that ~~owns~~owned as of December 31, 2022, 39 office, retail and light industrial properties in Houston, Dallas, and San Antonio, Texas, which we refer to as the Hartman SPE LLC, and an ~~approximately~~ 83% (approximate) tenant in common interest in an office property located in Houston, Texas.


Property Name	Year	Space Type	Gross Leasable Area SF	In-Place Occupancy		No. of Tenants	Annualized Base Rental Revenue (in thousands)	Average Base Rental Revenue per Occupied SF	Acquisition Price (in thousands)		Encumbrances (1) (in thousands)
Village Pointe	1982	Retail	54,246	94	%	15	745	14.53	$	7,226
Richardson Tech Center	1987	Flex/R&D	96,660	99	%	20	667	6.94	$	5,165	$	2,411
Spectrum Building	1986	Office	175,390	62	%	46	2,530	23.39	$	16,951	$	35,000
11211 Katy Freeway	1976	Office	77,851	97	%	87	913	12.08	$	4,495
1400 Broadfield	1982	Office	102,893	90	%	33	1,733	18.73	$	9,581
16420 Park Ten Place	1982	Office	83,760	80	%	38	916	13.75	$	7,511
Willowbrook Building	1982	Office	67,581	93	%	44	526	8.34	$	3,972
Timberway II	1982	Office	130,828	77	%	52	1,722	17.20	$	11,891	$	15,625
One Park Ten	1982	Office	34,089	100	%	37	399	11.69	$	3,075
Two Park Ten	1982	Office	56,443	99	%	27	963	17.17	$	5,125
3100 Weslayan (2)	1980	Office	78,289	70	%	37	1,092	20.04	$	3,758
Grand Total			958,030	83	%	436	12,206	15.29	$	78,750	$	53,036

Property Name	Year	Space Type	Gross Leasable Area SF	In-Place Occupancy		No. of Tenants	Annualized Base Rental Revenue (in thousands)	Average Base Rental Revenue per Occupied SF	Acquisition Price (in thousands)		Encumbrances (1) (in thousands)
Village Pointe	1982	Retail	54,246	89	%	15	708	14.61	$	7,226
Richardson Tech	1987	Flex/R&D	96,660	62	%	21	668	11.07	$	5,166	$	2,466
Spectrum Building	1986	Office	175,390	64	%	41	2,699	24.20	$	16,951
11211 Katy Freeway	1976	Office	78,642	87	%	86	833	12.11	$	4,495
1400 Broadfield	1982	Office	102,893	81	%	32	1,573	18.90	$	9,582
16420 Park Ten Place	1982	Office	83,760	58	%	26	896	18.41	$	7,510
Willowbrook Building	1982	Office	67,581	67	%	42	523	11.54	$	3,972
Timberway II	1982	Office	130,828	63	%	41	1,546	18.80	$	11,890
One Park Ten	1982	Office	34,089	84	%	37	403	14.07	$	3,075
Two Park Ten	1982	Office	57,146	89	%	27	1,005	19.80	$	5,125
3100 Weslayan (2)	1980	Office	78,289	67	%	29	1,009	19.22	$	3,758
Grand Total			959,524	71	%	397	11,863	17.43

(1) Specific encumbrances represent mortgage loans secured by the property indicated. See also Note 8 to consolidated financial statements.

(1) Specific encumbrances represent mortgage loans secured by the property indicated. See also Note 7 to consolidated financial statements.

(2) We own an approximately 83% tenant in common interest in this office property.

On August 23, 2024, the Company completed the sale of Richardson Tech Center, a premier four-building, multi-tenant portfolio located in the Dallas/Fort Worth area, for $10,261,000. The property was acquired in March 2018 for $5,040,000. Proceeds from the sale were used to pay down the line of credit that we have with East West Bank by $9,337,000 and fund a Capital Reserve account with East West Bank for $500,000. Other closing costs were covered with the remainder of the funds.

Hartman SPE LLC

On October 1, 2018, we acquired a 5.89% member interest in Hartman SPE LLC in exchange for our 48.8% minority interest in Three Forest Plaza, an office property owned jointly with Silver Star Properties REIT, Inc, formerly Hartman Short Term Income Properties XX, Inc (“Silver Star”). As of December 31, 2022 Hartman SPE LLC ~~owns~~owned 39 commercial properties located in Houston, Dallas, Richardson, Arlington and San Antonio, Texas comprising approximately 6.6 million square feet.

~~Effective March 1, 2019, we exchanged 3.42% of our 5.89% interest in Hartman SPE LLC for 700,302 common shares of Hartman Short Term Income Properties XX, Inc.~~ 44

Effective March 1, 2019, we exchanged 3.42% of our 5.89% interest in Hartman SPE LLC for 700,302 common shares of Silver Star Properties REIT, Inc, formerly Hartman Short Term Income Properties XX, Inc. (“Silver Star”).

Hartman 3100 Weslayan

On December 29, 2020, we completed the acquisition of an approximately 83% tenant in common interest in and office property located at 3100 Weslayan Street, Houston, Texas.

Results of Operations

As of December 31, ~~2021~~2022 and ~~2020~~2021, we owned 10 properties comprising approximately ~~881~~879,~~235~~741 and 879,741 square feet, respectively. As of December 31, ~~2021~~2022 and ~~2020~~2021, we owned a 2.47% interest in an affiliate special purpose entity ~~which~~that owns 39 office, retail and light industrial properties in Houston, Dallas, and San Antonio, Texas, which is referred to as the Hartman SPE interest. As of December 31, 2022 and 2021, we owed an ~~approximately~~ 83% (approximate) tenant in common interest in an office property comprising approximately 78,289 square feet located at 3100 Weslayan Street in Houston, Texas, which was acquired on December 29, 2020.

Revenues – The primary source of our revenue is rental revenues ~~and tenant reimbursements~~. For the years ended December 31, ~~2021~~2022 and ~~2020~~2021 we had total rental revenues and tenant reimbursements of $1213,~~905~~461,000 and $1312,~~028~~905,000, respectively. The ~~decrease~~increase isin ~~attributable~~2022 towas ~~the~~mainly ~~decrease~~due to increase in ~~average~~overall ~~base~~occupancy ~~rental~~from ~~rate~~71% ~~over~~as ~~the~~of ~~comparative~~December ~~periods~~31, ~~offset~~2021 byto ~~increase~~83% inas ~~occupancy~~ of 6%December 31, 2022.

Property operating expenses – Property operating expenses consist of contract services, repairs and maintenance, utilities and management fees. For the years ended December 31, ~~2021~~2022 and ~~2020~~2021, we had property operating expenses of $54,~~357~~697,000 and $45,~~952~~357,000, respectively. The increase in property operating expenses is primarily due to the increase in electricity expenses as a direct result of the severe winter storm in Texas during February 2021, also known as Winter Storm Uri. See Part II - Item 1. Legal Proceedings and Note 14 (Commitments and Contingencies) to consolidated financial statements for additional information regarding Winter Storm Uri.

Fees to affiliates – We pay asset management fees to our advisor in connection with the management of our company. Asset management fees to our advisor were $553,000 for the each of the years ended December 31, ~~2021~~2022 and ~~2020, respectively~~2021.

47Real estate taxes and insurance – Real estate taxes and insurance were $2,370,000 and $2,382,000 for the years ended December 31, 2022 and 2021, respectively.

~~Real~~Depreciation ~~estate taxes~~ and ~~insurance~~amortization – ~~Real~~Depreciation ~~estate taxes~~ and ~~insurance~~amortization were $24,~~382~~313,000 and $25,~~495~~520,000 for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively. The decrease in 2022 was primarily related to a decrease in amortization expense of our in-place lease value intangibles, which typically have a shorter useful life compared to other real estate asset components.

~~Depreciation~~Equity ~~and~~in ~~amortization~~losses –of ~~Depreciation~~tenancy ~~and~~in ~~amortization~~common ~~were~~interest - Equity in net loss of tenant in common interest was $5330,~~520,~~000 and $6540,~~158,~~000 for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively. The decrease isin ~~primarily~~net ~~related~~loss toof atenant ~~decrease~~in common interest in ~~amortization~~2022 ~~expense~~was ofdue ~~our~~to ~~in-place~~Winter ~~lease~~Storm ~~value~~Uri. ~~intangibles,~~The ~~which~~Weslayan ~~typically~~property ~~have~~was aimpacted ~~shorter~~by ~~useful~~the ~~life~~storm ~~compared~~and toexperienced ~~other~~an ~~real~~increase ~~estate~~in ~~asset~~electricity ~~components~~utility billings for the months of February and March 2021.

~~Equity~~Impairment inexpense ~~losses~~on ofinvestments ~~equity~~– ~~method~~As ~~investment~~of -December ~~Equity~~31, in2022, ~~net~~Hartman ~~loss~~held of1,258,406 ~~tenant~~shares inof ~~common~~Silver ~~interest~~Star ~~was~~Properties ~~$540~~REIT,~~000~~ ~~and~~Inc. $0("Silver ~~for~~Star”). ~~the~~Impairment ~~year~~testing ~~ended~~conducted ~~December~~on ~~31,~~this ~~2021~~investment ~~and~~resulted ~~2020,~~in ~~respectively.~~the ~~The~~recognition ~~increase~~of isan ~~due~~impairment toexpense ~~the~~of ~~83%~~$502,000, ~~tenant~~compared into ~~common~~no ~~interest~~impairment inexpense anrecognized ~~office~~as ~~property~~of ~~acquired on~~ December 2931, ~~2020~~2021.

General and administrative – General and administrative expenses were $1,~~416~~981,000 and $1,~~018~~416,000 for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively. General and administrative expenses consist primarily of audit fees, transfer agent fees, other professional fees, and independent director’s compensation. The increase isin ~~mainly~~general and administrative expenses in 2022 was primarily due to ~~the~~ increase in ~~leasing~~professional ~~commission~~fees ~~amortization~~associated ~~expense~~with unsuccessful refinancing efforts in 2022 for the combined Hartman vREIT XXI, Inc. and Silver Star portfolio.

Interest expense - Interest expense was $12,~~226~~595,000 and $1,~~005~~226,000 for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively. The increase isin 2022 was primarily due to an overall increase in notes payable and interest rates from December 31, ~~2020~~2021 to ~~2021~~December 31, 2022.

Interest and dividend income - Interest and dividend income was $1,~~927~~991,000 and $1,~~546~~927,000 for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively. The increase in ~~interest~~2022 ~~and~~was ~~dividend income is~~ primarily due to additions to related party notes receivable, offset with a reduction of dividend income as Silver Star Properties suspended distributions to it stockholders, including the Company, in July 2022.

Net loss – We generated a net loss of $2,206,000 and $2,002,000 for the years ended December 31, 2021 and 2020. The increase in net loss is primarily due to the increase in electricity expenses as a direct result of Winter Storm Uri referenced in the property operating expenses section above. 45

Net loss – We generated a net loss of $1,930,000 and $2,206,000 for the years ended December 31, 2022 and 2021, respectively, reflecting a year-over-year reduction in net loss of $276,000. Total revenue increased by $556,000 in 2022 compared to the prior year. However, this increase was partially offset by the recognition of a $502,000 provision for impairment loss on investment during the same period. Depreciation and amortization expense decreased by $1,207,000, while interest expense increased by $1,369,000, as further discussed in the respective sections above. Additionally, a $210,000 decrease in equity in losses of tenancy in common interest primarily attributable to a decrease in electricity expense. The combination of these key variances contributed to the slight year-over-year improvement in net loss for 2022.

Liquidity and Capital Resources

AsThrough our stock offerings, as of December 31, ~~2021~~2022, we had accepted subscriptions for, and issued, 8,~~483~~706,~~580~~919 ~~shares~~Class A Shares, net of redemptions, ~~of our Class A common stock in our initial public offering,~~ including ~~666~~840,~~094~~901 shares issued pursuant to our distribution reinvestment plan, ~~and~~38,198 ~~479~~Class I Shares,~~219~~ ~~shares~~19,708 ~~net~~Class ofS ~~redemptions~~Shares, ofand ~~our~~503,255 Class T ~~common~~Shares, ~~stock~~net inof ~~our initial public offering~~redemptions, including 3140,~~335~~380 shares issued pursuant to our distribution reinvestment plan, ~~19,708 shares of our Class S common stock, and 22,442 shares of our Class I common stock,~~ resulting in aggregate gross proceeds of $8891,~~987~~699,~~006~~487.

Our principal demands for funds will be for real estate and real estate-related acquisitions, for the payment of operating expenses and distributions to our stockholders, and for the payment of interest on our outstanding indebtedness. Generally, we expect to meet cash needs for items other than acquisitions from our cash flow from operations, and we expect to meet cash needs for acquisitions from the net proceeds of our initial public offering and from financings.

We intend to borrow money to acquire properties and make other investments. There is no limitation on the amount we may invest in any single property or other asset or on the amount we can borrow for the purchase of any individual property or other investment. Under our charter, we are prohibited from borrowing inover ~~excess of indebtedness will exceed~~ 300% of the value of our “net assets” (as defined by our charter). However, we may temporarily exceed that limit if such excess is approved by a majority of our independent directors and if disclosed to the stockholders in the next quarterly report along with the explanation for such excess borrowings. In addition, our board of directors has adopted a policy to generally limit our aggregate borrowings to approximately 50% of the aggregate value of our assets unless substantial justification exists that borrowing a greater amount is in our best interests; provided, however, that such policy limitation does not apply to individual real estate assets and only will apply once we have ceased raising capital under our initial public offering or any subsequent public offering and invested substantially all of our capital. As a result, we expect to borrow more than 50% of the contract purchase price of each real estate asset we acquire to the extent our board of directors determines that borrowing these amounts is prudent. Our policy of limiting our aggregate borrowings to approximately 50% of the aggregate value of our assets relates primarily to mortgage loans and other debt that will be secured by our properties. The charter limitation of 300% of the value of our net assets includes secured and unsecured indebtedness that we may issue. We do not anticipate issuing significant amounts of unsecured debt and therefore we intend to limit the balance of our borrowings to 50% of the contract purchase price of our assets.

Pursuant to ASC 205-40, “Presentation of Financial Statements – Going Concern,” management is required to evaluate the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. The Company's has a $20 million revolving credit loan with an extended maturity date of March 27, 2022. The Company has a second $20 million revolving credit loan with the same lender and a maturity date of March 9, 2023. In order to renew or extend the revolving credit loans, the Company must meet the lenders underwriting criteria at the time of such renewal or extension request. The Company has a $2,520,000 term loan with an extended maturity date of March 14, 2022.

Management has concluded that there is substantial doubt about the Company's ability to continue as a going concern within one year of the issuance date of these consolidated financial statements due to the fact of the uncertainty regarding the loan maturities. Management believes that the Company will be able to extend the maturity date or renew the loans for one year or longer which will mitigate the maturity date issue within one year of the issuance date of these consolidated financial statements. Refer to Note 15 (Subsequent Events) of the consolidated financial statements for additional information regarding loan extensions.

We may, but are not required to, establish capital reserves from gross offering proceeds, out of cash flow generated by operating properties and other investments or out of non-liquidating net sale proceeds from the sale of our properties and other investments. Capital reserves are typically utilized for non-operating expenses such as tenant improvements, leasing commissions and major capital expenditures. Alternatively, a lender may require its own formula for escrow of capital reserves.

Potential future sources of capital include proceeds from additional private or public offerings of our securities, secured or unsecured financings from banks or other lenders, proceeds from the sale of properties and undistributed funds from operations. If necessary, we may use financings or other sources of capital in the event of unforeseen significant capital expenditures.

Our advisor may, but is not required to, establish capital reserves from gross offering proceeds, out of cash flow generated by operating properties and other investments or out of non-liquidating net sale proceeds from the sale of our properties and other investments. Capital reserves are typically utilized for non-operating expenses such as tenant improvements, leasing commissions and major capital expenditures. Alternatively, a lender may require its own formula for escrow of capital reserves.

Potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, proceeds from the sale of properties and undistributed funds from operations. If necessary, we may use financings or other sources of capital in the event of unforeseen significant capital expenditures.

While we expect to have sufficient liquidity to meet our obligations for the foreseeable future, the COVID-19 pandemic and associated responses could adversely impact our future cash flows and financial condition.

Cash Flows from Operating Activities

For the years ended December 31, ~~2021~~2022 and ~~2020~~2021, net cash provided by operating activities was $54,~~114~~898,000 and $45,~~141~~114,000, respectively., ~~Change~~representing ina ~~net~~year-over-year ~~cash~~decrease ~~provided~~of by$216,000 ~~operating~~primarily ~~activities~~due ~~for~~to ~~the~~$712,000 ~~year~~more ~~ended~~increase ~~December~~in ~~31,~~account ~~2021~~receivable in 2022, ~~was~~partially ~~primarily~~offset ~~due~~by to$616,000 aless ~~decrease~~increase in ~~due~~deferred toleasing ~~related~~commissions ~~parties~~in ~~of $1,685,000~~2022.

Cash ~~Flows~~Used ~~from~~in Investing Activities

For the years ended December 31, ~~2021~~2022 and ~~2020~~2021, net cash used in investing activities was $416,~~310~~466,000 and $184,~~409~~310,000, respectively. The ~~decrease~~increase in net cash used in investing ~~for~~in ~~the~~2022 ~~year ended December 31, 2021~~ was primarily due to the ~~increase~~issuances inof notes receivable ~~receipts~~to ~~from~~ related parties of $59,~~236~~083,000,. ~~decrease~~The inCompany ~~payments~~increased issuances of notes receivable ~~from~~to related parties ~~of $2,792,000,~~during ~~and~~2022 ~~decrease~~to inrealize ~~investment~~the inspread ~~unconsolidated~~between ~~entities~~the 10% interest rate earned and ~~TIC~~the ofinterest ~~$5,783,000~~paid.

Cash Flows from Financing Activities

Cash flows from financing activities consisted primarily of proceeds from our ~~initial~~stock ~~public~~offerings ~~offering~~ and debt financing. Net cash provided by (used in) ~~provided by~~ financing activities for the years ended December 31, ~~2021~~2022 and ~~2020~~2021 was $(112,~~207~~130,000) and $14(1,~~404~~207,000), respectively. Cash flows from financing activities ~~decreased~~increased in 2022 mainly due to aan ~~decrease~~increase of $1512,~~000~~944,000 in proceeds from a revolving credit facility.

Funds From Operations and Modified Funds From Operations

Funds From Operations, or FFO, is a non-GAAP financial measure defined by the National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, which we believe is an appropriate supplemental measure to reflect the operating performance of a real estate investment trust, or REIT in conjunction with net income. FFO is used by the REIT industry as a supplemental performance measure. FFO is not equivalent to our net income or loss as determined under GAAP.

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004, or the White Paper. The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property and asset impairment write-downs, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO. Our FFO calculation complies with NAREIT’s policy described above.

We define MFFO, a non-GAAP measure, consistent with the IPA’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, or the Practice Guideline, issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of GAAP net income: acquisition fees and expenses; amounts relating to deferred rent receivables and amortization of above and below market leases and liabilities (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments); accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income; nonrecurring gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums on debt investments, nonrecurring unrealized gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized.

Presentation of this information is intended to provide useful information to investors as they compare the operating performance of different REITs, although it should be noted that not all REITs calculate FFO and MFFO the same way, so comparisons with other REITs may not be meaningful. FFO and MFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as an indication of our performance, as an alternative to cash flows from operations as an indication of its liquidity, or indicative of funds available to fund its cash needs including its ability to make distributions to its stockholders. FFO and MFFO should be reviewed in conjunction with other GAAP measurements as an indication of our performance. MFFO is useful in assisting management and investors in assessing the sustainability of operating performance in future operating periods, and in particular, after the offering and acquisition stages are complete and net asset value is disclosed. FFO and MFFO are not useful measures in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining FFO or MFFO.

Neither the SEC, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, the SEC, NAREIT, or another regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and as a result we may have to adjust our calculation and characterization of FFO or MFFO.

The table below summarizes our calculation of FFO and MFFO for the years ended December 31, 2021 and 2020, respectively, and a reconciliation of such non-GAAP financial performance measures to our net loss, in thousands.48

The table below summarizes our calculation of FFO and MFFO for the years ended December 31, 2022 and 2021, respectively, and a reconciliation of such non-GAAP financial performance measures to our net loss, in thousands.


	December 31,
	2022		2021
Net loss	$	(1,930)	$	(2,206)
Depreciation and amortization of real estate assets	4,313		5,520
Depreciation and amortization of real estate assets of unconsolidated tenant in common interest	619		619
FFO attributable to unconsolidated entity, Hartman SPE, LLC (1)	534		446
Funds from operations (FFO)	$	3,536	$	4,379
Organization and offering costs	41		44
Modified funds from operations (MFFO)	$	3,577	$	4,423

	December 31,
	2021		2020
Net loss	$	(2,206)	$	(2,002)
Depreciation and amortization of real estate assets	5,520		6,158
Depreciation and amortization of real estate assets of unconsolidated tenant in common interest	619		—
FFO attributable to unconsolidated entity, Hartman SPE, LLC (1)	446		595
Funds from operations (FFO)	$	4,379	$	4,751
Organization and offering costs	44		395
Modified funds from operations (MFFO)	$	4,423	$	5,146

(1) The Company's share of Hartman SPE, LLC FFO is based on the below financial data.

Hartman SPE, LLC	December 31,
	2021			2020
	2022			2021
Net loss	$	(627,~~284~~082)		$	(26,~~359~~284)
Depreciation and amortization expense	24,~~321~~544			2624,~~438~~321
FFO	$	18,037		$	24,079
Impairment loss	$	24,160		$	—
FFO	$	21,622		$	18,037
Weighted average ownership	2.47		%	2.47		%

Distributions

~~Our~~Effective December 16, 2022, our board of directors ~~has~~suspended ~~declared~~the ~~daily~~payment ~~distributions~~of ~~that are paid on a~~ monthly ~~basis.~~distributions ~~We expect~~ to ~~continue~~preserve ~~paying~~capital ~~monthly~~and ~~distributions~~secure ~~unless~~ our ~~results of operations, our general~~ financial ~~condition,~~health ~~general~~on ~~economic~~an ~~conditions~~ongoing ~~or other factors prohibit us from doing so~~basis. ~~To qualify as a REIT for tax purposes, we must make distributions equal to at least 90% of our “REIT taxable income” each year.~~

The following table reflects the total distributions paid in cash and issued in shares of our common stock for the period from January ~~2020~~2021 through December 31, ~~2021~~2022, in thousands:

Period	Cash		DRP & Stock		Total
First Quarter 2021	$	566	$	566	$	1,132
First Quarter 2022	$	1,459	$	583	$	2,042
Second Quarter 2021	$	1,117	$	578	$	1,695
Second Quarter 2022	899		586		1,485
Third Quarter 2021	$	862	$	581	$	1,443
Third Quarter 2022	335		565		900
Fourth Quarter 2021	$	286	$	605	$	891
Fourth Quarter 2022	—		—		—
Total	$	2,693	$	1,734	$	4,427
First Quarter 2021	566		566		1,132
Second Quarter 2021	1,117		578		1,695
Third Quarter 2021	862		581		1,443
Fourth Quarter 2021	286		605		891
Total	$	2,831	$	2,330	$	5,161
First Quarter 2020	$	771	$	543	$	1,314
Second Quarter 2020	$	790	$	605	$	1,395
Third Quarter 2020	$	798	$	605	$	1,403
Fourth Quarter 2020	$	821	$	620	$	1,441
Total	$	3,180	$	2,373	$	5,553

Distributions ~~are~~were paid on a monthly basis. Distributions for all record dates of a given month ~~are~~were paid approximately 20 days following the end of such month. Distributions for the month of October 2021 and November 2021, which normally would have been paid in November 2021 and December 2021, were not paid until January 2022. The delay occurred while the Company was changing to a stock transfer agent.

For the year ended December 31, 2021, we paid aggregate distributions of $5,161,000, including $2,831,000 of distributions paid in cash and $2,330,000 issued in common stock as stock distributions and pursuant to our distribution 49

For the year ended December 31, 2022, we paid aggregate distributions of $4,427,000, including $2,693,000 in cash and $1,734,000 in shares of common stock pursuant to our distribution reinvestment plan. During the same period, cash provided by operating activities was $4,898,000 and our FFO was $3,536,000. For the year ended December 31, 2022, 51% of distributions in cash were paid from net cash provided by operating activities.

For the year ended December 31, 2021, we paid aggregate distributions of $5,161,000, including $2,831,000 in cash and $2,330,000 in shares of common stock pursuant to our distribution reinvestment plan. During the same period, cash provided by operating activities was $5,114,000 and our FFO was $4,379,000. For the year ended December 31, 2021, 2755% of distributions were paid from net cash provided by operating activities.

~~For~~During the ~~year~~period ~~ended~~from our inception to December 31, ~~2020~~2022, weour ~~paid~~cash ~~aggregate~~provided ~~distributions~~by ofoperating activities was $514,~~553~~631,000, ~~including~~our net loss was $310,~~180~~101,000 ofand ~~distributions~~our ~~paid~~FFO inwas ~~cash~~$16,137,000. ~~and~~Of the $221,~~373~~777,000 ~~issued~~ in ~~common~~aggregate ~~stock~~distributions aspaid ~~stock~~to ~~distributions~~our ~~and~~stockholders ~~pursuant~~from inception to ~~our~~December ~~distribution~~31, ~~reinvestment~~2022, ~~plan~~65% ~~for.~~was ~~During~~paid ~~the~~from ~~same~~net ~~period,~~ cash ~~used~~provided inby operating activities ~~was~~and ~~$4,141,000~~35% ~~and~~was ~~our~~funded ~~FFO~~from ~~was~~offering ~~$4,751,000~~proceeds. For ~~the~~a ~~year~~discussion ~~ended~~of ~~December~~how ~~31,~~we ~~2020~~calculate FFO, ~~36%~~see “Management’s Discussion and Analysis of ~~distributions~~Financial ~~were~~Condition ~~paid~~and ~~from~~Results ~~net~~of ~~cash~~Operations—Funds ~~provided~~From byOperations ~~operating~~and ~~activities~~Modified Funds From Operations.”

~~During~~Our ~~the~~long-term ~~period~~policy is to pay distributions solely from ~~our~~funds ~~inception~~from tooperations. ~~December~~Because ~~31,~~we ~~2021,~~may receive income from interest or rents at various times during our fiscal year and because we may need cash ~~provided~~flow byfrom ~~operating~~operations ~~activities~~during ~~was~~a $9particular period to fund capital expenditures and other expenses,~~733,000,~~ we expect that from time to time during our ~~net~~operational ~~loss~~stage, ~~was~~we $8will declare distributions in anticipation of cash flow that we expect to receive during a later period,~~171,000~~ and we expect to pay these distributions in advance of our ~~FFO~~actual ~~was~~receipt ~~$12,601,000~~of these funds. OfIn ~~the~~these ~~$17~~instances,~~352,000~~ inour ~~aggregate~~board ~~distributions~~of ~~paid~~directors tohas ~~our~~the ~~stockholders~~authority ~~from~~under ~~inception~~our organizational documents, to ~~December~~the ~~31,~~extent ~~2021~~permitted by Maryland law, ~~56%~~to ~~was~~fund ~~paid~~distributions from ~~net~~sources ~~cash~~such ~~provided~~as byborrowings, ~~operating~~offering ~~activities~~proceeds or advances and ~~44%~~the ~~was~~deferral ~~funded~~of ~~from~~fees ~~offering~~and ~~proceeds~~expense reimbursements by our advisor, in its sole discretion. ~~For~~We have not established a ~~discussion~~limit on the amount of ~~how~~proceeds we ~~calculate~~may ~~FFO,~~use ~~see~~from ~~“Management’s~~sources ~~Discussion~~other ~~and~~than ~~Analysis~~cash offlow ~~Financial~~from ~~Condition~~operations ~~and~~to ~~Results~~fund ofdistributions. ~~Operations—Funds~~If ~~From~~we ~~Operations~~pay ~~and~~distributions ~~Modified~~from ~~Funds~~sources ~~From~~other ~~Operations~~than cash flow from operations, then we will have fewer funds available for investments.”

Our long-term policy is to pay distributions solely from cash flow from operations. Because we may receive income from interest or rents at various times during our fiscal year and because we may need cash flow from operations during a particular period to fund capital expenditures and other expenses, we expect that from time to time during our operational stage, we will declare distributions in anticipation of cash flow that we expect to receive during a later period, and we expect to pay these distributions in advance of our actual receipt of these funds. In these instances, our board of directors has the authority under our organizational documents, to the extent permitted by Maryland law, to fund distributions from sources such as borrowings, offering proceeds or advances and the deferral of fees and expense reimbursements by our advisor, in its sole discretion. We have not established a limit on the amount of proceeds we may use from sources other than cash flow from operations to fund distributions. If we pay distributions from sources other than cash flow from operations, we will have fewer funds available for investments.

The tax composition of our distributions declared for the years ended December 31, 2021 and 2020 was as follows:

	2021		2020
Ordinary income (unaudited)	27.2	%	35.7	%
Return of capital (unaudited)	72.8	%	64.3	%
Capital gains distribution (unaudited)	—	%	—	%
Total	100	%	100	%

Off-Balance Sheet Arrangements

As of December 31, ~~2021~~2022 and ~~2020~~2021, we had no off-balance sheet arrangements that have or are reasonably likely to have a ~~current~~material ~~or future~~ effect on our financial condition, ~~changes in financial condition, revenues~~ or ~~expenses,~~ results of operations~~, liquidity, capital expenditures or capital resources~~.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. See Note 2 to the consolidated financial statements included elsewhere in this Annual Report.

Related-Party Transactions and Agreements

We have entered into agreements with our advisor and its affiliates whereby we have paid, and may continue to pay, certain fees to, or reimburse certain expenses of, our advisor and its affiliates. See Item 13, ~~“Certain~~of ~~Relationships~~Part ~~and~~III ~~Related~~of ~~Transactions~~this ~~and~~Annual ~~Director~~Report ~~Independence”~~ and Note 89 (Related Party Arrangements) to the consolidated financial statements included in this Annual Report for a discussion of the various related-party transactions, agreements and fees.

Subsequent Events

On ~~March 25~~February 14, ~~2022~~2023, ~~our~~the ~~board~~Company ~~directors,~~sent ~~including~~notice ~~all~~to ofHartman ~~our~~Income ~~independent~~REIT ~~directors~~Management, ~~determined~~Inc., anwho ~~estimated~~was ~~net~~then ~~asset~~serving ~~value~~as ~~("NAV") per share of~~ the Company'’s ~~common~~property ~~stock~~manager, ~~of $10.17.~~and ~~The~~Hartman ~~sale~~XXI ~~price of our Class A~~Advisors, ~~Class S~~LLC, ~~Class~~who Iwas ~~and~~then ~~Class~~serving Tas ~~common shares to~~ the ~~public~~Company’s ~~is $11.31~~advisor, ~~$10.55,~~terminating ~~$10.17,~~the ~~and~~respective ~~$10.83~~property ~~per~~management ~~share,~~and ~~respectively,~~advisory ~~representing~~agreements. ~~the net asset value per~~

52Effective April 17, 2023, we terminated our advisory agreement with Hartman XXI Advisors, LLC and our property management agreement with Hartman Income REIT Management, Inc. Both entities no longer provide management and advisory services to Hartman vREIT XXI, Inc. and its affiliates.

~~share~~Effective asApril ~~determined~~17, by2023, ~~the~~we ~~board~~entered ofinto ~~directors~~an ~~plus~~advisory ~~the~~agreement ~~applicable~~of ~~sales~~Hartman ~~commissions~~Advisors II, LLC and ~~managing~~a ~~broker~~property ~~dealer~~management ~~fees.~~agreement ~~The~~with ~~sale~~REIT ~~price~~Property ofManagement, ~~all~~LLC, ~~classes~~a wholly owned subsidiary of ~~common~~Hartman ~~shares~~Advisors toII, ~~our~~LLC. ~~shareholders~~Allen ~~pursuant~~R. toHartman is the ~~distribution~~sole ~~reinvestment~~member ~~plan~~of isHartman ~~$10.17~~Advisors ~~per~~II, ~~share~~LLC.

Effective March 14, 2022, the Company entered into Loan Modification Agreement No. 2 exercising its second and final extension option of the Richardson Tech Center loan agreement to extend the loan maturity date to March 14, 2023. Under the terms of the amendment, principal and interest installments of $12,345 are payable monthly until the maturity date. 50

On ~~March 18,~~May ~~2022~~30, ~~the Company entered into an amendment to the master credit facility agreement dated December 27~~2023, ~~2018~~we ~~with~~completed ~~East~~a ~~West~~refinancing ~~Bank.~~that ~~The~~combined ~~amendment~~our ~~increased face amount of the master credit facility from~~ $2035,000,000, to $3520,000,000 and ~~extended the term of the master credit facility to December 27~~$2, ~~2022. The promissory note bears interest at a prime rate~~250,000 asloans ~~defined~~and ~~in the master~~ credit ~~agreement~~facility ~~less~~into aone ~~margin~~Master ofCredit ~~0.10%.~~Facility ~~The prime index rate as~~ of ~~March 18~~$53, ~~2022 was 3~~000,000.~~25% for an applicable interest rate of 3.15%.~~

On ~~March 24~~August 23, ~~2022~~2024, ~~the~~we ~~court~~completed ~~entered~~the asale ~~judgment in favor~~ of ~~Summer~~Richardson ~~against~~Tech ~~the~~Center ~~Property~~for ~~Manager in the amount of~~ $710,~~871~~261,000. The ~~plus~~property ~~customary~~was ~~pre-~~acquired ~~and~~in ~~post-judgment~~March ~~interest~~2018 ~~and~~for ~~attorney's fees~~$5,040,000. ~~The~~Proceeds ~~Property~~from ~~Manager continues to dispute~~ the ~~amount~~sale ofwere ~~liability~~used to ~~Summer~~pay ~~and~~down ~~intends to appeal~~ the ~~judgment.~~line ~~The outcome~~ of ~~the~~credit ~~pending~~that ~~appeal is subject to significant uncertainty and~~ we ~~cannot~~have ~~provide~~with ~~any~~East ~~assurance~~West ~~that~~Bank ~~the~~by ~~Property~~$9,337,000 ~~Manager~~and ~~will~~fund ~~ultimately~~a ~~prevail.~~Capital ~~The~~Reserve ~~Company~~account ~~has~~with ~~recognized~~East ~~its~~West ~~applicable~~Bank ~~share~~for ~~of the judgment amount, approximately~~ $~~750~~500,000,. ~~within~~Other ~~the~~closing ~~Company's~~costs ~~consolidated~~were ~~statement~~covered ofwith ~~operations. Many of~~ the ~~Company’s~~remainder ~~leases contain provisions that require tenants to pay their allocable share~~ of ~~operating expenses, including utilities. At this time,~~ the ~~Company is unable to reasonably estimate an amount expected to be recovered from our tenants~~funds.

On August 23, 2024 the Master Credit Facility was reduced due to the sale of Richardson Tech Center to $42,861,000 and the original maturity date has been subsequently amended to be July 15, 2025.

On August 11, 2025 the Master Credit Facility was extended from its original maturity date of July 15, 2025 to and through July 15, 2027.

Item 7A. Quantitative and Qualitative Disclosures About Market Risks

Not required.

Item 8. Financial Statements and Supplementary Data

The consolidated financial statements and supplementary data required by this Item 8 can be found beginning on page F-1 of this Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

AsWe ofmaintain ~~the end of the period covered by this Annual Report, management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our~~ disclosure controls and procedures (as defined in ~~Rules~~Rule ~~13a~~15a-15(e) ~~and 13d-15(e)~~ under the ~~Securities~~ Exchange Act ofthat ~~1934,~~are asdesigned ~~amended).~~to ~~Based~~provide ~~upon,~~reasonable ~~and~~assurance ~~as of the date of, the evaluation, our Chief Executive Officer and Chief Financial Officer concluded~~ that the ~~disclosure controls and procedures were effective as of the end of the period covered by this Annual Report to ensure that~~ information required to be disclosed in the reports that we file ~~and~~or submit under the Exchange Act isare recorded, processed, summarized and reported aswithin ~~and~~the ~~when~~time ~~required.~~periods ~~Disclosure~~specified ~~controls~~in ~~and~~the ~~procedures~~SEC’s ~~include,~~rules ~~without~~and ~~limitation~~forms, ~~controls~~ and ~~procedures~~that ~~designed~~such toinformation ~~ensure~~is ~~that~~accumulated ~~information~~and ~~required~~communicated to beour ~~disclosed~~management, byincluding usour inprincipal ~~the~~executive ~~reports~~officer we(the ~~file~~“PEO”) and ~~submit~~our ~~under~~principal financial officer (the ~~Exchange~~“PFO”), ~~Act~~as isappropriate ~~accumulated~~to ~~and~~allow ~~communicated~~timely todecisions ~~our~~regarding ~~management~~required disclosures. Because of inherent limitations, ~~including~~disclosure ~~our~~controls ~~Chief~~or ~~Executive~~procedures, ~~Officer~~no ~~and~~matter ~~our~~how ~~Chief~~well ~~Financial~~designed ~~Officer~~it operated, ascan ~~appropriate~~provide toonly ~~allow~~reasonable, ~~timely~~and ~~decisions~~not ~~regarding~~absolute, ~~required~~assurance that the objectives of disclosure controls and procedures are met.

Our management, with the participation of the PEO and the PFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022. Based on that evaluation, the PEO and the PFO concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.

During the fourth quarter of 2022, and for the year ended December 31, 2022, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Since December 31, 2022, however, management has begun implementing remediation plans to address the material weaknesses in our internal control over financial reporting contained in management’s report on our internal control over financial reporting. The remediation plan for the first material weakness includes enhancing our policies and procedures around identifying related party transactions, approval thresholds, disclosure requirements, and strengthening documentation standards to ensure transactions with related parties are appropriately evaluated, reviewed, approved, and disclosed. The remediation plan for the second material weakness includes implementation of a fiscal year-end evaluation procedure to determine if recognition of an estimated recovery is warranted. We believe these actions will be sufficient to remediate the identified material weaknesses and strengthen our internal control over financial reporting; however, some of these actions will take time to be fully integrated and confirmed to be effective and sustainable. Management will continue to monitor the effectiveness of our internal control over financial reporting and will make any further changes management determines appropriate.

As required by Section 404 of the Sarbanes-Oxley Act of 2002, management has performed an evaluation and testing of our internal control over financial reporting as of December 31, 2022. Management’s report on our internal control over financial reporting is included on the following page.

Management's Report on Internal Control Over Financial Reporting

~~Our~~Management ~~management,~~of ~~including~~Hartman ~~our~~vREIT ~~Chief~~XXI, ~~Executive~~Inc. ~~Officer~~(the ~~and~~“Company”) ~~Chief Financial Officer,~~ is responsible for establishing and maintaining adequate internal ~~control~~controls over financial reporting,. asInternal ~~such~~control ~~term~~over financial reporting is defined in ~~Rules~~Rule 13a-15(f) orand 15d-15(f) ~~promulgated~~ under the Securities Exchange Act of 1934, as amended., as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the board of directors, management another personnel, to provide reasonable assurance regarding the reliability of financial reporting in the preparation of financial statements for external purposes in accordance with generally excepted accounting principles in the United States of America (GAAP) and include those policies and procedures that:

•pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of our assets;

•provide reasonable assurance the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally excepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of management and our directors; and

•provide reasonable assurance regarding prevention of timely detection of unauthorized acquisition, use or disposition of any of our assets in circumstances that could have a material adverse effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, including the Company’s principal executive officer and the Company’s principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act.

In connection with the preparation of this Annual Report, our management, including the Company’s principal executive officer and the Company’s principal financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making that assessment, our management used the framework and criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on its evaluation, management has concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2022 due to the material weaknesses in the Company’s internal control over financial reporting discussed below. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As of December 31, 2022, the following material weaknesses existed:

1Ineffective investment policies and procedures related to the investment by the Company in loans to affiliates, and

2 The insufficient operation of controls in the review of the completeness and accuracy of financial statement disclosures.

Regarding the first material weakness above, management has determined that the Company’s investment policy and procedures related to the investment by the Company in loans to affiliates, specifically loans and advances to Silver Star Properties REIT, Inc., formerly Hartman Short Term Income Properties XX, Inc. (“Silver Star”), were not effective due to material weakness in the design of the control, or lack thereof, for the proper approval of investing decisions specifically related to loans and investments in affiliates. Management has determined that the Company has made loans to Silver Star pursuant to an intercompany promissory note, in excess of the face amount of such promissory note without the prior authorization and approval of the board of directors. The making of loans and investments in affiliates, as described, resulted from a lack of adequate investment policy and procedures with respect to such matters.

The second material weakness is the result of insufficient financial statement disclosure surrounding a financing agreement executed in the first quarter of 2021. Under the agreement, a property wholly owned by one of our affiliates was added to one of our credit facilities. During the ongoing renewal of the credit facility, the review of organizational and other financing documents required the Company to further evaluate whether the property should be recognized in our consolidated financial statements for the periods ending December 31, 2022 and 2021, and related interim periods.

Notwithstanding this material weakness, management has concluded that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the financial position of the Company at December 31, 2022 in conformity with U.S. generally accepted accounting principles.

Dated: , 2025

/s/ Allen R. Hartman

Allen R. Hartman

Executive Chairman, CEO & Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on its consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation of this Annual Report, our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making that assessment, our management used the framework and criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on that assessment and criteria, management concluded that our internal control over financial reporting was effective as of December 31, 2021.

Weaver and Tidwell, L.L.P., an independent registered public accounting firm, audited our consolidated financial statements for the year ended December 31, 2021 included in this Annual Report on Form 10-K. Their report is included in "Item 15. Exhibits and Financial Statement Schedules" under the Report of Independent Registered Public Accounting Firm.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm on our internal control over financial reporting due to exemption established by rule of the SEC for smaller reporting companies.

Changes in Internal Control Over Financial Reporting

There have been no changes during the quarter ended December 31, 2021 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financing reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions

Not Applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following table sets forth information regarding our executive officers and directors and their respective ages and positions.

Name	Age	Positions
Allen R. Hartman	70	Chief Executive Officer, President and Chairman of the Board
Allen R. Hartman (1)	73	Chief Executive Officer, Chief Financial Officer and Executive Chairman
Louis T. Fox, III	61	Chief Financial Officer and Treasurer
John G. Ostroot	89	Independent Director
Michael Racusin	41	General Counsel and Corporate Secretary
J. Allen Quine	65	Independent Director
Richard R. Ruskey	67	Independent Director
John G. Ostroot	85	Independent Director

~~Note:~~(1) ~~Jack~~On I.April ~~Tompkins~~7, ~~was~~2023, ~~elected~~the independent directors of the board of directors appointed Mr. Hartman as aninterim ~~Independent~~Chief ~~Director~~Financial onOfficer ~~January~~and ~~25,~~interim ~~2022~~Treasurer.

From October 27, 2020 until his resignation on August 30, 2022, Richard Ruskey served as an Independent Director of the Company. From January 25, 2022 until his resignation on November 17, 2022, Jack Tompkins served as an Independent Director of the Company. On December 19, 2022, Michael A. Racusin resigned as General Counsel and Corporate Secretary of the Company. On March 6, 2023, Louis T. Fox resigned as Chief Financial Officer and Treasurer of the Company.

The biographical descriptions below set forth certain information with respect to our executive officers and directors.

Allen R. Hartman, age 7073, is our CEO and Chairman of our ~~Board~~board of ~~Directors~~directors as well as President of the parent company of our ~~Advisor~~advisor, Hartman Advisors LLC, and our property manager, ~~HIR~~REIT Property Management, LLC. In 1984, Mr. Hartman formed Hartman Management and began ~~sponsoring~~Sponsoring private real estate investment programs. Over the next 24 years, Mr. Hartman built Hartman Management into one of the leading commercial property management firms in the state of Texas and ~~sponsored~~Sponsored 20 privately offered programs and one publicly offered program that invested in commercial real estate in Houston, San Antonio and Dallas, Texas. In 1998, Mr. Hartman merged the Hartman real estate programs and formed Hartman Commercial Properties REIT (HCP REIT), now known as Whitestone REIT. He served as CEO and Chairman of the Board of HCP REIT until October, 2006. In April, 2008, Mr. Hartman merged 4 of the 5 Hartman programs to form Hartman Income REIT (HIREIT) and contributed the assets and ongoing business operations of Hartman Management into Hartman Income REIT Management, a wholly owned subsidiary of HIREIT. Mr. Hartman has acquired over 90 commercial real estate properties, raised over $300 million of investor equity and acquired more than $500 million in commercial real estate assets in various private and public real estate investment programs. Currently Mr. Hartman oversees a staff of ~~112~~15 full and part time employees who manage 4412 commercial properties encompassing over ~~4.4~~1 million square feet. In addition to his day-to-day management responsibilities, Mr. Hartman serves as the principal officer of each Hartman ~~sponsored~~Sponsored investment program. Mr. Hartman attended the University of Colorado and studied Business Administration. Mr. Hartman has served as a director of Silver Star since 2012.

Our board of directors, excluding Mr. Hartman, has determined that the leadership positions previously and currently held by Mr. Hartman, and the extensive experience Mr. Hartman has accumulated from acquiring and managing investments in commercial real estate and debt, have provided Mr. Hartman with the experiences, attributes and skills necessary to effectively carry out the duties and responsibilities of a director.

~~Louis~~John TG. ~~Fox~~Ostroot, ~~III,~~ age 6189, ishas served as one of our ~~Chief~~independent ~~Financial~~directors ~~Officer~~since ~~and~~February ~~Treasurer~~2016. Since January 2008 and July 2009, respectively, Mr. ~~Fox~~Ostroot ~~also~~has ~~serves~~served as ~~Chief~~an ~~Financial~~independent ~~Officer~~director ~~for~~of ~~our~~Hartman ~~Advisor~~Income ~~and~~REIT, ~~our property manager~~Inc. Heand ~~has~~Hartman ~~responsibility~~Short ~~for~~Term ~~financial~~Income ~~reporting,~~Properties ~~accounting~~XIX, ~~treasury~~Inc. He ~~and~~was ~~investor~~president ~~relations.~~of ~~Prior~~EGC toCorporation ~~joining~~and ~~Hartman~~3P ~~Management~~USA ~~(now~~Inc., ~~HIR~~subsidiaries ~~Management)~~of inPlastic ~~March~~Omnium, ~~2007~~Inc., ~~Mr.~~a ~~Fox~~French-owned ~~served~~global asleader ~~Chief~~in ~~Financial~~the ~~Officer~~processing of ~~Legacy~~fluoropolymers ~~Brands,~~and aother ~~restaurant~~high-performance ~~group~~resins plastics, from ~~April,~~September ~~2006~~1994 until he retired in January, ~~2007~~2000. ~~Prior~~As topresident ~~that~~of these companies, ~~Mr.~~he ~~Fox~~actively ~~served~~supervised asthe ~~Chief~~principal ~~Financial~~accounting ~~Officer~~officers ofand ~~Unidynamics,~~was ~~Inc.,~~responsible afor ~~specialized~~overseeing ~~EPC~~and ~~manufacturer~~assessing the performance of ~~unique~~companies ~~handling~~and ~~system~~public ~~solutions~~accountants ~~for~~in the ~~marine~~preparation, audit and ~~energy~~evaluation ~~industries~~of ~~from~~financial ~~January,~~statements ~~2004~~on ~~until~~behalf ~~April~~of the company. After his retirement at 3P USA, ~~2006~~Mr. HeOstroot ~~also~~assumed ~~served~~a asleadership ~~Treasurer~~role ~~and~~with ~~CFO~~the Fluoropolymers Division of ~~Goodman~~the ~~Manufacturing~~Society of Plastics Industries, a ~~major~~trade ~~manufacturer~~organization, consisting of ~~residential~~processors and ~~commercial~~suppliers ~~HVAC~~of ~~products~~fluoropolymer ~~for~~resin, 9headquartered ~~years~~in ~~prior~~Washington, toD.C. Presently, ~~that~~Mr. Ostroot is serving on the Fluoropolymers Division Executive Committee as Past Chairman. In ~~addition~~April to2005, Mr. Ostroot received the Whitney Bro Lifetime Achievement Award from the DuPont Company for his ~~years~~more ofthan ~~experience~~45 years in the ~~manufacturing~~Fluoropolymer industry. Since January 2008, heMr. Ostroot has served inas ~~senior~~a ~~financial~~director ~~positions~~of inHartman ~~the~~Income ~~construction~~REIT, ~~and~~Inc., ~~debt~~a ~~collection~~private ~~service~~REIT ~~concerns.~~affiliated with our Sponsor, and since July, 2009, Mr. ~~Fox~~Ostroot ~~started~~has ~~his~~served ~~career~~ as aan ~~tax~~independent ~~accountant~~director ~~with~~of ~~Arthur~~Hartman ~~Andersen~~Short &Term ~~Co.~~Income ~~Mr.~~Properties ~~Fox~~XIX, isInc., a ~~former~~private ~~practicing~~REIT ~~certified~~affiliated ~~public~~with ~~accountant~~our Sponsor. Mr. ~~Fox~~Ostroot earned a Bachelor of ~~Arts~~Science degree in ~~accounting~~Chemical Engineering from the University of ~~Texas at San Antonio~~Minnesota.

Michael A. Racusin, age 41, has served as our General Counsel and Corporate Secretary since May 2021. In this capacity, Mr. Racusin manages our in-house legal department and is responsible for all legal matters affecting our company and its affiliates. Prior to joining the Company in May 2021, Mr. Racusin served as General Counsel and Corporate Secretary of Luby's Inc., a publicly traded restaurant and food service company, where he also held positions as Associate General Counsel and Asst. Secretary since 2006. Mr. Racusin also co-founded and served as Chief Information Officer and General Counsel of EnergyFunders.com, the world’s first crowdfunding platform for energy projects. Mr. Racusin is a licensed member of the State

Bar of Texas. Mr. Racusin earned a Bachelor of Arts from University of Texas at Austin and a Juris Doctor degree from University of Houston Law Center.

Richard R. Ruskey, age 67, served as an independent director of Hartman Short Term Income Properties XX, Inc. since April 2011. Mr. Ruskey was appointed to the board of directors of the Company on May 14, 2020 following the resignation of Mr. James A. Cardwell. Mr. Ruskey began his professional career in 1978 as a Certified Public Accountant with the accounting firm of Peat, Marwick, Mitchell, & Co. in St. Louis, Missouri where he obtained extensive experience in both the audit and tax departments. In 1983 he joined the firm of Deloitte, Haskins, & Sells as a manager in the tax department. In 1986 Mr. Ruskey transitioned into the security brokerage industry as the chief financial officer of Westport Financial Group. Within a one-year period he became a full-time broker and due diligence officer for the firm. In 1990 he continued his career in financial services by joining the broker dealer firm of R. T. Jones Capital Equities, Inc. where he served as due diligence officer. In June 2010 Mr. Ruskey joined the broker dealer firm of Moloney Securities Co. Inc. where he currently serves as an investment broker and as a senior due diligence analyst. He is a Certified Financial Planner and former Certified Public Accountant. He has been an active investor in numerous real estate and business ventures throughout his 30 year career in financial services. Mr. Ruskey received dual B.S. degrees in Accounting and Finance from Southern Illinois University – Carbondale.

Our board of directors, excluding Mr. Ruskey, has determined that the leadership positions previously and currently held by Mr. Ruskey, and the extensive experience Mr. Ruskey has accumulated from acquiring and managing investments in commercial real estate and debt, have provided Mr. Ruskey with the experiences, attributes and skills necessary to effectively carry out the duties and responsibilities of a director.

John G. Ostroot, age 85, has served as one of our independent directors since February 2016. Since January 2008 and July 2009, respectively, Mr. Ostroot has served as an independent director of Hartman Income REIT, Inc. and Hartman Short Term Income Properties XIX, Inc. He was president of EGC Corporation and 3P USA Inc., subsidiaries of Plastic Omnium, Inc., a French-owned global leader in the processing of fluoropolymers and other high-performance resins plastics, from September 1994 until he retired in January 2000. As president of these companies, he actively supervised the principal accounting officers and was responsible for overseeing and assessing the performance of companies and public accountants in the preparation, audit and evaluation of financial statements on behalf of the company. After his retirement at 3P USA, Mr. Ostroot assumed a leadership role with the Fluoropolymers Division of the Society of Plastics Industries, a trade organization, consisting of processors and suppliers of fluoropolymer resin, headquartered in Washington, D.C. Presently, Mr. Ostroot is serving on the Fluoropolymers Division Executive Committee as Past Chairman. In April 2005, Mr. Ostroot received the Whitney Bro Lifetime Achievement Award from the DuPont Company for his more than 45 years in the Fluoropolymer industry. Since January, 2008 Mr. Ostroot has served as a director of Hartman Income REIT, Inc., a private REIT affiliated with our sponsor, and since July, 2009, Mr. Ostroot has served as an independent director of Hartman Short Term Income Properties XIX, Inc., a private REIT affiliated with our sponsor. Mr. Ostroot earned a Bachelor of Science degree in Chemical Engineering from the University of Minnesota.

Our board of directors, excluding Mr. Ostroot, has determined that the leadership positions previously and currently held by Mr. Ostroot, and the extensive experience Mr. Ostroot has accumulated from acquiring and managing investments in commercial real estate and debt, have provided Mr. Ostroot with the experiences, attributes and skills necessary to effectively carry out the duties and responsibilities of a director.

J. Allen Quine, age 65, has served as one of our independent directors since February 3, 2023. Mr. Quine has served as an attorney and negotiator in the business and non-profit sectors for over three decades. Most recently he served as in-house counsel and VP of International Relations for the Museum of the Bible in Washington DC. Mr. Quine was indispensable in establishing relationships and negotiating agreements with domestic and world-class international organizations by navigating the complexities of State, Federal, and international law. For several years Mr. Quine was the general counsel for a property investment and management company providing housing to over 21,000 tenants in multi-family locations. He conducted all legal matters, from property investment and ROI, tenant relations, HR, hiring of contractors, and third party service providers. Leveraging his legal experience, Mr. Quine has served as a College President, Dean, and Professor of several higher educational institutions, and currently applies his knowledge of the ever changing nature of State, Federal and International regulations and legal environment to the benefit of national and international business associations and non-profits. Mr. Quine is an alum of Washington State University and the University of Idaho College of Law. He was admitted to practice law in Washington State, and is currently a member of the State Bar of Texas.

Our board of directors, excluding Mr. Quine, has determined that his experience and leadership positions previously and currently held by Mr. Quine, including his experience with respect to investments in commercial real estate, have provided Mr. Quine with the experiences, attributes and skills necessary to effectively carry out the duties and responsibilities of a director.

Board Committees

Our board of directors may establish committees it deems appropriate to address specific areas in more depth than may be possible at a full board of directors meeting, provided that the majority of the members of each committee are independent directors.

Audit Committee

Our board of directors has established an audit committee., ~~The~~the members of ~~the~~which ~~audit committee~~ are Messrs. ~~Ruskey~~Ostroot and ~~Ostroot,~~Quine. The ~~each~~audit ofcommittee’s ~~whom~~function is ~~“independent”~~to asassist ~~defined~~our byboard ~~our~~of ~~charter.~~directors ~~Mr.~~in ~~Ruskey~~fulfilling ~~serves~~its asresponsibilities by overseeing: (1) the ~~chair~~systems of ~~the~~our ~~audit~~internal ~~committee~~accounting and ~~has~~financial ~~been~~controls; ~~designated~~(2) asour financial reporting processes; (3) the ~~audit~~independence, ~~committee~~objectivity ~~financial~~and ~~expert~~qualification ~~pursuant~~of toour independent Registered Public Accounting Firms; (4) the ~~requirements~~annual audit of ~~Item~~our ~~407~~financial statements; and (~~d)(~~5) ofour ~~Regulation~~accounting ~~S-K~~policies ~~promulgated~~and bydisclosures. ~~the~~The ~~SEC~~audit ~~under~~committee ~~the~~meets ~~Exchange~~on ~~Act~~a regular basis, at least quarterly and more frequently as necessary.

The ~~audit~~board ~~committee’s~~of ~~function~~directors ishas todetermined ~~assist~~that ~~our~~Mr. ~~board~~Quine ofqualifies ~~directors~~as inan ~~fulfilling~~“audit ~~its~~committee ~~responsibilities~~financial byexpert” ~~overseeing:~~as ~~(1)~~that term is defined by the ~~systems~~SEC in Item 407 of ~~our~~Regulation ~~internal~~S-K. During ~~accounting~~2022, ~~and~~until ~~financial~~their ~~controls;~~respective ~~(2)~~resignations from our ~~financial~~board ~~reporting~~of ~~processes;~~directors, ~~(3)~~Messrs. Ruskey and Tompkins served on the ~~independence,~~Audit ~~objectivity~~Committee and ~~qualification~~were ofdeemed ~~our~~to be “independent ~~auditors;~~directors” ~~(4)~~as ~~the~~defined ~~annual~~in ~~audit~~our charter. The board of ~~our~~directors ~~financial~~determined ~~statements;~~that ~~and~~Mr. ~~(5)~~Ruskey ~~our~~was an “audit committee financial expert” during 2022.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires each director, officer and individual beneficially owning more than 10% of our common stock to file with the SEC, within specified time frames, initial statements of beneficial ownership (Form 3) of our common stock and statements of changes in beneficial ownership (Forms 4 and 5) of our common stock. These specified time frames require the reporting of changes in ownership within two business days of the transaction giving rise to the reporting obligation. Reporting persons are required to furnish us with copies of all Section 16(a) forms filed with the SEC. Based solely on our review of such forms, or written representations that no additional forms were required, we believe that all persons who were reporting persons at any time during 2022 timely filed all reports required to be filed in 2022 and all prior years, except that a Form 4 was not timely filed by each of Messrs. Ruskey and Ostroot to report the issuance to them of 4,916 shares of restricted common stock in connection with their continuing service as independent directors of our board of directors.

accounting policies and disclosures. The audit committee meets on a regular basis, at least quarterly and more frequently as necessary.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires each director, officer and individual beneficially owning more than 10% of our common stock to file with the SEC, within specified time frames, initial statements of beneficial ownership (Form 3) of our common stock and statements of changes in beneficial ownership (Forms 4 and 5) of our common stock. These specified time frames require the reporting of changes in ownership within two business days of the transaction giving rise to the reporting obligation. Reporting persons are required to furnish us with copies of all Section 16(a) forms filed with the SEC. Based solely on a review of the copies of such forms furnished to us during and with respect to the fiscal year ended December 31, 2021, or written representations that no additional forms were required, we believe that all required Section 16(a) filings were timely and correctly made by reporting persons during 2021, except as follows:

•Due to an administrative oversight, a Form 4 was not timely filed in 2021 to report the issuance of 4,888 shares of restricted common stock to Mr. Ruskey and Mr. Ostroot in connection with their continuing service as independent directors of our board of directors.

Code of Conduct and Ethics

We have adopted a Code of Ethics which contains general guidelines for conducting our business and is designed to help directors, employees and independent consultants resolve ethical issues in an increasingly complex business environment. The Code of Ethics applies to all of our officers, including our principal executive officer, principal financial officer and principal accounting officer and persons performing similar functions and all members of our board of directors. The Code of Ethics covers topics including, but not limited to, conflicts of interest, record keeping and reporting and compliance with laws, rules and regulations. We will provide to any person without charge a copy of our Code of Ethics, including any amendments or waivers, upon written request delivered to our principal executive office at the address listed on the cover page of this Annual Report.

Item 11. Executive Compensation

Compensation of our Executive Officers

Our executive officers do not receive compensation directly from us for services rendered to us and we do not intend to pay any compensation to our executive officers. We do not reimburse our advisor directly or indirectly for the salary or other compensation paid to any of our executive officers. As a result, we do not have, nor has our board of directors considered, a compensation policy for our executive officers and we have not included a Compensation and Discussion Analysis in this Annual Report.

Each of our executive officers, including each executive officer who serves as a director, is an officer or employee of our advisor or its affiliates and receives compensation for his or her services, including services performed on our behalf, from such entities. See Item 13, “Certain Relationships and Related Transactions and Director Independence” below for a discussion of fees paid to our advisor and its affiliates.

Compensation of our Directors

The following table sets forth certain information regarding compensation earned by or paid to our directors during the year ended December 31, ~~2021~~2022. Directors who are also our executive officers do not receive compensation for services rendered as a director.

Name	Fees ~~Earned~~earned or ~~Paid~~paid Inin ~~Cash~~cash($) (1)		~~All~~Stock ~~Other~~awards($) ~~Compensation~~ (2)		Total($)
Allen R. Hartman	$19,619	—	$	—	$19,619	—
Richard Ruskey (3)	35,625		50,000		85,625
Richard Ruskey	47,500		50,000		97,500
John G. Ostroot (3)	31,688		50,000		81,688
John G. Ostroot	50,813		50,000		100,813
	$	67,313	$	100,000	$	167,313
Jack Tompkins	$	—	$	—	$	—

(1) The amounts shown in this column include fees earned for attendance at board of director and committee meetings and annual retainers, as described below under “Cash Compensation.”

(2) As described below under “Independent Directors Compensation Plan,” Mr. Richard Ruskey and Ostroot are entitled to receive shares of restricted common stock as non-cash compensation for their service as independent members of our board of directors. On May 14, 2020, James Cardwell, an independent director on the Company's board of directors and as a member and chairman of the Company's audit committee, retired from the board of directors. During the ~~years~~year ended December 31, ~~2021 and 2020~~2022, Mr. Ruskey was granted 4,~~888~~916 ~~and 2,427~~ restricted ~~common~~Class ~~shares~~A Shares and Mr. Ostroot was granted 4,~~888~~916 ~~and 3,847~~ restricted ~~common~~Class ~~shares~~A Shares pursuant to our independent director’s compensation plan ~~for services rendered in 2021 and 2020, respectively~~. Amounts shown reflect the aggregate grant date fair value of the shares of restricted stock ~~as of the date of grant~~ computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.

(3) Independent director.

Cash Compensation

We pay each of our independent directors an annual retainer of $25,000, plus $2,000 per board meeting attended and $500 per committee meeting attended; provided, however, we do not pay an additional fee to our directors for attending a committee meeting when the committee meeting is held on the same day as a board meeting. The Audit Committee chair receives $12,500 annually. We also reimburse all directors for reasonable out-of-pocket expenses incurred in connection with attending board meetings. Mr. Hartman's cash compensation is pursuant to his election as Executive Chairman on October 14, 2022.

Independent Directors Compensation Plan

Our board of directors has approved and adopted an independent director’s compensation plan, which operates as a sub-plan of our long -term incentive plan. Under our independent director’s compensation plan, each of our independent directors is entitled to receive annually up to $50,000 in shares of restricted common stock. Each new independent director that joins our board of directors will receive 3,000 shares of restricted common stock upon election to our board of directors. The shares of restricted common stock granted to our independent directors fully vest upon the completion of the annual term for which the director was elected. Directors serving on the board of directors of more than one entity sponsored by our Sponsor or its affiliates, will receive an annual cash retainer, meeting fees and stock compensation for all board service as if they were serving on a single board. ~~As of December 31, 2021, 21,263 shares of restricted, Class A common stock have been granted to our current independent directors pursuant to the independent director’s compensation plan.~~

Compensation Committee Interlocks and Insider Participation

We currently do not have a compensation committee of our board of directors because we do not, and do not intend to, compensate our executive officers. There are no interlocks or insider participation as to compensation decisions required to be disclosed pursuant to SEC regulations.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Beneficial Owners

The following table sets forth information as of December 31, ~~2021,~~2022 ~~regarding~~relating to the beneficial ownership of our common ~~stock~~Stock by (1) each person ~~known~~who bywas usserving toas bea ~~the~~director ~~beneficial~~or ~~owner~~an ofexecutive 5%officer ~~or more~~ of the ~~outstanding~~Company ~~shares~~as of ~~common~~such ~~stock,~~date and (2) ~~each~~all ofsuch ~~our~~ directors, ~~(3)~~and ~~each of our~~ executive officers, ~~and (4) all~~ of ~~our~~the ~~directors~~Company ~~and executive officers~~ as a group. We ~~The~~are ~~percentage~~not aware of ~~beneficial~~any ~~ownership~~person isor ~~calculated~~group ~~based~~that onbeneficially ~~9,004,949~~owned ~~shares~~more ofthan ~~our~~five ~~Class~~percent A,of ~~Class~~any T,class ~~Class~~of Ithe ~~and~~outstanding ~~Class~~shares Sof our common stock ~~outstanding~~ as of December 31, ~~2021~~2022. ~~The~~Generally, ~~address~~a ofperson ~~each~~“beneficially ~~beneficial~~owns” ~~owner~~shares ~~listed~~if ~~below~~he isor ~~c/o~~she ~~Hartman~~has, ~~vREIT~~or ~~XXI,~~shares ~~Inc.~~with others, ~~2909~~the ~~Hillcroft,~~right ~~Suite~~to ~~420~~vote those shares or to invest (or dispose of) those shares, ~~Houston~~or if he or she has the right to acquire such voting or investment rights, ~~Texas~~within ~~77057.~~60 Asdays of December 31, ~~2021,~~2022 ~~there~~(such ~~are~~as ~~17,663~~by ~~shares~~exercising ~~granted~~stock ~~pursuant~~options toor ~~the~~similar ~~independent~~rights). ~~directors~~The ~~compensation~~address ~~plan~~of ~~that~~each ~~are~~person ~~not~~named ~~yet~~below ~~issued~~is the address of the Company.


Name of Beneficial Owner	Title of Class of Common Stock	Shares Beneficially Owned		Percent of Class (1)
Allen R. Hartman	Class A	22,100	(2)	0.3	%
	Class I	-		-
	Class S	-		-
	Class T	-		-

John G. Ostroot	Class A	14,904		0.2	%
	Class I	-		-
	Class S	-		-
	Class T	-		-

Louis T. Fox, III	Class A	-		-
	Class I	-		-
	Class S	-		-
	Class T	-		-

Directors and executive officers as a group (3 persons)	Class A	37,004		0.4	%
	Class I	-		-
	Class S	-		-
	Class T	-		-

Note:

1.The percentages shown were calculated based on the following number of issued and outstanding shares of the each class as of December 31, 2022, plus, for each named person, any shares of such class that such person could have acquired within 60 days of December 31, 2022: (a) 8,225,420 Class A Shares; (b) 11,208 Class I Shares; (c)14,995 Class S Shares; and (d) 496,837 Class T Shares.

2.The shares are owned by Hartman XXI Advisors, LLC, which is a wholly-owned subsidiary of Silver Star. As of December 31, 2022, Mr. Hartman was the Chief Executive Officer of Silver Star and, through that position, had or shared voting and/or investment discretion with respect to these shares.

Name of Beneficial Owner	Amount and Nature of Shares Beneficially Owned (1)
	Number	Percentage
Allen R. Hartman (2)	22,100	0.25
John G. Ostroot	3,600	0.04
Richard R. Ruskey	—	—
Louis T. Fox, III	—	—
Michael A. Racusin	—	—
All Officers and Directors as a group	25,700	0.29

The following table sets forth information as of May 20, 2025 relating to the beneficial ownership of our common Stock by (1) each person of our current directors and executive officers and (2) all such directors and executive officers as a group. We are not aware of any person or group that beneficially owned more than five percent of any class of the outstanding shares of our common stock as of such date. The address of each person named below is the address of the Company.

(1) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities and shares issuable pursuant to options warrants and similar rights held by the respective person or group which may be exercised within 60 days. Except as otherwise indicated, to our knowledge the persons named in the table above have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.


Name of Beneficial Owner	Title of Class of Common Stock	Shares Beneficially Owned		Percent of Class (1)
Allen R. Hartman	Class A	$	22,100	0.3	%
	Class I	-		-
	Class S	-		-
	Class T	-		-

John G. Ostroot	Class A	14,904		0.2	%
	Class I	-		-
	Class S	-		-
	Class T	-		-

J. Allen Quine	Class A	-		-
	Class I	-		-
	Class S	-		-
	Class T	-		-

Directors and executive officers as a group (3 persons)	Class A	37,004		0.4	%
	Class I	-		-
	Class S	-		-
	Class T	-		-

~~(2) Includes 22,100 shares of common stock owned by our advisor, Hartman XXI Advisors LLC. Effective July 1, 2020, our Advisor is wholly owned by Hartman Short Term Income Properties XX, Inc.~~ Note:

(1)The percentages shown were calculated based on the following number of issued and outstanding shares of the each class as of May 20, 2025, plus, for each named person, any shares of such class that such person could have acquired within 60 days of May 20, 2025: (a) 8,225,420 Class A Shares; (b) 11,208 Class I Shares; (c)14,995 Class S Shares; and (d) 496,837 Class T Shares.

Equity Compensation Plan Information

The following table provides information about our common stock that may be issued upon the exercise of options, warrants and rights under our long-term incentive plan, as of December 31, ~~2021~~2022.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders (1)	—	$	—	~~428~~432,~~984~~309
Equity compensation plans not approved by security holders	—	—		—
Total	—	$	—	~~428~~432,~~984~~309

(1) Stock options and shares of restricted stock granted or awarded under the long-term incentive plan and independent directors’ compensation plan will not exceed, in the aggregate an amount equal to 5.0% of the outstanding shares of our common stock as of the date of grant or award of any such stock options or restricted stock grants, as applicable. Stock options may not have an exercise price that is less than the fair market value of a share of our common stock on the date of grant.

Item 13. Certain Relationships and Related Transactions and Director Independence

The following describes all transactions ~~during~~since ~~the~~January ~~period from our inception (September 3~~1, ~~2015)~~2022 ~~to December 31, 2021~~ involving us, our directors, our advisor, our ~~sponsor~~Sponsor and any affiliate thereof and all such proposed transactions. See also Note 89 (Related Party Arrangements) to the consolidated financial statements included in this Annual Report. Our independent directors are specifically charged with and have examined the fairness of such transactions to our stockholders, and have determined that all such transactions are fair and reasonable to us.

Ownership Interests

WeAs ~~issued 22,100 shares~~ of ~~our~~December ~~common stock to our advisor~~31, ~~Hartman XXI Advisors LLC~~2022, ~~at a price of $9.05 per share, on September 3, 2015. Our subsidiary,~~ Hartman ~~vREIT~~ XXI Holdings, ~~LLC,~~owned or100% ~~Hartman~~of ~~XXI~~the ~~Holdings,~~outstanding ~~invested~~limited ~~$1,000~~partnership interests in our operating partnership ~~in exchange for limited partnership interests,~~ and ~~our affiliate~~ Hartman ~~vREIT~~ XXI SLP ~~LLC,~~owned or100% ~~Hartman~~of ~~XXI~~the ~~SLP,~~special ~~invested~~limited ~~$1,000~~partnership ininterests issued by our operating partnership. inWe ~~exchange~~are ~~for~~the asole ~~separate~~general ~~class~~partner of ~~special~~our ~~limited~~operating partnership ~~interests, or the special limited partnership interests~~.

AsPursuant to the limited partnership agreement of ~~December~~our ~~31,~~operating ~~2021~~partnership, Hartman XXI ~~Holdings~~SLP, ~~owned~~as ~~100~~the holder of the special limited partnership interests, will be entitled to receive distributions equal to 15.0% of our operating partnership’s net sales proceeds from the ~~outstanding~~disposition of assets, but only after our stockholders have received, in the aggregate, cumulative distributions equal to their total invested capital plus a 6.0% cumulative, non-compounded annual pre-tax return on such aggregated invested capital. In addition, the holder of the special limited partnership interests is entitled to receive a payment upon the redemption of the special limited partnership interests. Pursuant to the limited partnership agreement of our operating partnership, the special limited partnership interests will be redeemed upon: (1) the listing of our common stock on a national securities exchange; (2) the occurrence of certain events that result in the termination or non-renewal of our advisory agreement with our advisor other than by us for “cause” (as defined in the advisory agreement); or (3) the termination of the advisory agreement by us for cause. In the event of the listing of our shares of common stock or a termination of the advisory agreement other than by us for cause, the special limited partnership interests will be redeemed for an aggregate amount equal to the amount that the holder of the special limited partnership interests would have been entitled to receive under the limited partnership agreement of our operating partnership if our operating partnership had disposed of all of its assets at their fair market value and ~~Hartman~~all ~~XXI~~liabilities ~~SLP~~of ~~owned~~our ~~100%~~operating partnership had been satisfied in full according to their terms as of the date of the event triggering the redemption. Payment of the redemption price to the holder of the special limited partnership interests ~~issued~~will be paid, at the holder’s discretion, in the form of (i) limited partnership interests in our operating partnership, (ii) shares of our common stock, or (iii) a non-interest bearing promissory note. If the event triggering the redemption is a listing of our shares on a national securities exchange only, then the fair market value of the assets of our operating partnership will be calculated taking into account the average share price of our shares for a specified period. If the event triggering the redemption is an underwritten public offering of our shares, then the fair market value will take into account the valuation of the shares as determined by the initial public offering price in such offering. If the triggering event of the redemption is the termination or non-renewal of the advisory agreement other than by us for cause for any other reason, then the fair market value of the assets of our operating partnership will be calculated based on an appraisal or valuation of our assets. WeIn ~~are~~the event of the ~~sole~~termination ~~general~~or ~~partner~~non-renewal of the advisory agreement by us for cause, all of the special limited partnership interests will be redeemed by our operating partnership for the aggregate price of $1. As the holder of special limited partnership interests, Hartman XXI SLP is not entitled to receive any other distributions.

Pursuant to the limited partnership agreement of our operating partnership, Hartman XXI SLP, as the holder of the special limited partnership interests, will be entitled to receive distributions equal to 15.0% of our operating partnership’s net sales proceeds from the disposition of assets, but only after our stockholders have received, in the aggregate, cumulative distributions equal to their total invested capital plus a 6.0% cumulative, non-compounded annual pre-tax return on such aggregated invested capital. In addition, the holder of the special limited partnership interests is entitled to receive a payment upon the redemption of the special limited partnership interests. Pursuant to the limited partnership agreement of our operating partnership, the special limited partnership interests will be redeemed upon: (1) the listing of our common stock on a national securities exchange; (2) the occurrence of certain events that result in the termination or non-renewal of our advisory agreement with our advisor other than by us for “cause” (as defined in the advisory agreement); or (3) the termination of the advisory agreement by us for cause. In the event of the listing of our shares of common stock or a termination of the advisory agreement other than by us for cause, the special limited partnership interests will be redeemed for an aggregate amount equal to the amount that the holder of the special limited partnership interests would have been entitled to receive under the limited partnership agreement of our operating partnership if our operating partnership had disposed of all of its assets at their fair market value and all liabilities of our operating partnership had been satisfied in full according to their terms as of the date of the event triggering the redemption. Payment of the redemption price to the holder of the special limited partnership interests will be paid, at the holder’s discretion, in the form of (i) limited partnership interests in our operating partnership, (ii) shares of our common stock, or (iii) a non-interest bearing promissory note. If the event triggering the redemption is a listing of our shares on a national securities exchange only, the fair market value of the assets of our operating partnership will be calculated taking into account the average share price of our shares for a specified period. If the event triggering the redemption is an underwritten public offering of our shares, the fair market value will take into account the valuation of the shares as determined by the initial public offering price in such offering. If the triggering event of the redemption is the termination or non-renewal of the advisory agreement other than by us for cause for any other reason, the fair market value of the assets of our operating partnership will be calculated based on an appraisal or valuation of our assets. In the event of the termination or non-renewal of the advisory agreement by us for cause, all of the special limited partnership interests will be redeemed by our operating partnership for the aggregate price of $1. As the holder of special limited partnership interests, Hartman XXI SLP is not entitled to receive any other distributions.

Our Relationships with our Advisor and our Property Manager

Hartman XXI Advisors, LLC iswas our advisor until April 16, 2023 and, as such, ~~supervises~~supervised and ~~manages~~managed our day-to-day operations and selects our real property investments and real estate-related investments, subject to the oversight by our board of directors. Our advisor also ~~provides~~provided marketing, sales and client services on our behalf. Our advisor was formed in September 2015 and is a wholly owned subsidiary of Hartman Advisors, LLC. Effective July 1, 2020, our ~~Advisor~~advisor iswas owned by ~~Hartman~~Silver ~~Short Term Income Properties XX, Inc~~Star. Effective July 1, 2020, Hartman Income REIT Management, Inc., our property manager and ~~sponsor~~Sponsor, iswas owned by ~~Hartman~~Silver ~~Short~~Star ~~Term Income Properties XX, Inc.~~ as a result of a merger. All of our officers and directors, other than our independent directors, are officers of our advisor and property manager and serve, and may serve in the future, other affiliates of our advisor.

~~Fees~~Effective April 17, 2023, the Company terminated the advisory agreement with Hartman XXI Advisors, LLC and ~~Expense~~the ~~Reimbursements~~property ~~Paid~~management agreement with Hartman Income REIT Management, Inc. Both entities no longer provide management and advisory services to ~~our~~the ~~Advisor~~Company.

~~Pursuant~~Effective toApril 17, 2023, the ~~terms~~Company ofentered ~~our~~into an advisory agreement of Hartman Advisors II, weLLC ~~pay~~and ~~our~~a ~~advisor~~property management agreement with REIT Property Management, LLC, a wholly-owned subsidiary of Hartman Advisors II, LLC. Allen R. Hartman is the ~~fees~~sole ~~described~~member ~~below~~of Hartman Advisors II, LLC.

•We pay our advisor an acquisition fee of 2.5% of (1) the total cost of investment, as defined in connection with the acquisition or origination of any type of real property or real estate-related asset, or (2) our cost of a real property or real estate-related asset acquired in a joint venture, in each case including purchase price, acquisition expenses and any debt attributable to such investments. For the years ended December 31, 2021 and 2020, we incurred acquisition fees of $0 and $168,000, respectively, payable to our advisor.

•We pay our advisor an annual asset management fee that is payable monthly in an amount equal to one-twelfth of 0.75% of the higher of the cost or value of each asset, where the cost equals the amount actually paid or budgeted (excluding acquisition fees and expenses), including the amount of any debt attributable to the asset (including debt encumbering the asset after its acquisition) and where the value of an asset is the value established by the most recent independent valuation report, if available. For the years ended December 31, 2021 and 2020, we paid asset management fees of $553,000 and $553,000, respectively, payable to our advisor.

•We pay our advisor a debt financing fee equal to 1.0% of the amount available under any loan or line of credit we obtain and use to acquire properties or other permitted investments, which will be paid in addition to the acquisition fee paid to our advisor. For the years ended December 31, 2021 and 2020, we did not pay our advisor any debt financing fees.

•If our advisor provides a substantial amount of services, as determined by our independent directors, in connection with the sale of one or more assets, it will receive a disposition fee equal to (1) in the case of the sale of real property, the lesser of: (A) one-half of the aggregate brokerage commission paid (including the disposition fee) or, if none is

~~paid,~~Fees ~~the amount that customarily would be paid, or (B) 3% of the sales price of each property sold,~~ and ~~(2)~~Expense inReimbursements ~~the~~Paid ~~case of the sale of any asset other than real property, 3% of the sales price of such asset. With respect~~ to ~~a property held in a joint venture, the foregoing disposition fee will be reduced to a percentage of such amounts reflecting~~ our ~~economic interest in the joint venture. For the years ended December 31, 2021 and 2020, we did not pay our advisor any disposition fees.~~Advisor

Pursuant to the terms of our advisory agreement in place at December 31, 2022, and our current advisory agreement, we pay our advisor the fees described below.

•We pay our advisor an acquisition fee of 2.5% of (1) the total cost of investment, as defined in connection with the acquisition or origination of any type of real property or real estate-related asset, or (2) our cost of a real property or real estate-related asset acquired in a joint venture, in each case including purchase price, acquisition expenses and any debt attributable to such investments. For the years ended December 31, 2022 and 2021, we incurred acquisition fees of $0 and $0, respectively, payable to our advisor.

•We pay our advisor an annual asset management fee that is payable monthly in an amount equal to one-twelfth of 0.75% of the higher of the cost or value of each asset, where the cost equals the amount actually paid or budgeted (excluding acquisition fees and expenses), including the amount of any debt attributable to the asset (including debt encumbering the asset after its acquisition) and where the value of an asset is the value established by the most recent independent valuation report, if available. For the years ended December 31, 2022 and 2021, we paid asset management fees of $553,000 and $553,000, respectively, payable to our advisor.

•We pay our advisor a debt financing fee equal to 1.0% of the amount available under any loan or line of credit we obtain and use to acquire properties or other permitted investments, which will be paid in addition to the acquisition fee paid to our advisor. For the years ended December 31, 2022 and 2021, we did not pay our advisor any debt financing fees.

•If our advisor provides a substantial amount of services, as determined by our independent directors, in connection with the sale of one or more assets, then it will receive a disposition fee equal to (1) in the case of the sale of real property, the lesser of: (A) one-half of the aggregate brokerage commission paid (including the disposition fee) or, if none is paid, the amount that customarily would be paid, or (B) 3% of the sales price of each property sold, and (2) in the case of the sale of any asset other than real property, 3% of the sales price of such asset. With respect to a property held in a joint venture, the foregoing disposition fee will be reduced to a percentage of such amounts reflecting our economic interest in the joint venture. For the years ended December 31, 2022 and 2021, we did not pay our advisor any disposition fees.

In addition to the fees we pay to our advisor pursuant to the advisory agreement, we also reimburse our advisor and its affiliates for the following costs and expenses:

•Under the terms of the advisory agreement, once we raised at least $10 million in gross offering proceeds, we became obligated to reimburse our advisor for organization and offering costs incurred by our advisor in connection with our initial public offering. The advisor will not be reimbursed for organization and offering costs to the extent that such reimbursement (i) would exceed the actual costs and expenses incurred by advisor or (ii) would cause the total organizational and offering costs incurred by us (including selling commissions, dealer manager fees and all other underwriting compensation) to exceed 15% of the aggregate gross proceeds from the sale of the shares of common stock sold in our initial public offering. When recorded by us, organization costs will be expensed as incurred, and offering costs, which include selling commissions, dealer manager fees and all other underwriting compensation, will be deferred and charged to stockholder’s equity as such amounts are reimbursed or paid to the advisor, the dealer manager or their affiliates from the gross proceeds of our initial public offering.

•Pursuant to our advisory agreement and our charter, we will reimburse our advisor for all operating expenses paid or incurred by our advisor in connection with the services provided to us. However, we will not reimburse our advisor or its affiliates at the end of any fiscal quarter for total operating expenses (as defined in our advisory agreement)) that for the four consecutive fiscal quarters then ended, or the “expense year,” exceeded the greater of (1) 2% of our average invested assets or (2) 25% of our net income, which we refer to as the “2%/25% Guidelines,” and our advisor must reimburse us quarterly for any amounts by which our total operating expenses exceed the 2%/25% Guidelines in the expense year, unless our independent directors have determined that such excess expenses were justified based on unusual and non-recurring factors. For the year ended December 31, ~~2021~~2022, our total operating expenses were $1415,~~571~~391,000. Of the $1415,~~571~~391,000 in total operating expenses incurred during the year ended December 31, ~~2021~~2022, we reimbursed our advisor $0 in operating expenses during the year ended December 31, ~~2021~~2022.

•We reimburse our advisor for all expenses related to the selection and acquisition of assets, whether or not acquired by us, including, but not limited to, legal fees and expenses, travel and communications expenses and costs of appraisals. For the years ended December 31, 2021 and 2020, we had reimbursed our advisor for $0 and $0 of acquisition expenses, respectively.

Our advisory agreement has a one-year term expiring June 24, 2022, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. We may terminate the advisory agreement without cause or penalty upon 60 days’ written notice and immediately for cause or upon the bankruptcy of our advisor. If we terminate the advisory agreement, we will pay our advisor all unpaid reimbursements of expenses and all earned but unpaid fees.

Property Management Fees Paid to Our Property Manager

We have entered into property management agreements with our property manager, Hartman Income REIT Management, Inc., with respect to the management of our properties. Pursuant to the management agreements, we pay the property manager a monthly management fee in an amount equal to between 3% and 5% of each property's gross revenues (as defined in the respective management agreements) for each month. Each management agreement has an initial one-year term and will continue thereafter on a month-to-month basis unless either party gives prior notice of its desire to terminate the management agreement, provided that we may terminate the management agreement at any time without cause or upon an uncured breach of the agreement upon thirty (30) days prior written notice to the property manager. For the years ended December 31, 2021 and 2020, respectively, we have paid property management fees and reimbursements of $2,763,000 and $2,054,000, to our property manager.

Transactions with Related Persons

On April 11, 2017, we entered into a membership interest purchase agreement with Hartman XX Limited Partnership, or Hartman XX LP, the operating partnership of Hartman Short Term Income Properties XX, Inc., an affiliate. Pursuant to the terms of a membership interest purchase agreement we may acquire up to $10,000,000 of Hartman XX LP’s equity ownership interest in Hartman Three Forest Plaza, LLC, or Three Forest Plaza LLC, which owns the Three Forest Property.

•We reimburse our advisor for all expenses related to the selection and acquisition of assets, whether or not acquired by us, including, but not limited to, legal fees and expenses, travel and communications expenses and costs of appraisals. For the years ended December 31, 2022 and 2021, we had reimbursed our advisor for $0 and $0 of acquisition expenses, respectively.

Our advisory agreement has a one-year term, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. We may terminate the advisory agreement without cause or penalty upon 60 days’ written notice and immediately for cause or upon the bankruptcy of our advisor. If we terminate the advisory agreement, then we will pay our advisor all unpaid reimbursements of expenses and all earned but unpaid fees. Refer to Note 15 (Subsequent Events) of the consolidated financial statements for information regarding termination the advisory agreement.

Property Management Fees Paid to Our Property Manager

We have entered into property management agreements with our property manager, REIT Property Management, LLC., with respect to the management of our properties. Pursuant to the management agreements, we pay the property manager a monthly management fee in an amount equal to between 3% and 5% of each property's gross revenues (as defined in the respective management agreements) for each month. Each management agreement has an initial one-year term and will continue thereafter on a month-to-month basis unless either party gives prior notice of its desire to terminate the management agreement, provided that we may terminate the management agreement at any time without cause or upon an uncured breach of the agreement upon thirty (30) days prior written notice to the property manager. For the years ended December 31, 2022 and 2021, we have paid property management fees and reimbursements of $2,276,000 and $2,763,000, respectively, to our property manager.

Transactions with Related Parties

On April 11, 2017, we entered into a membership interest purchase agreement with Hartman XX Limited Partnership, or Hartman XX LP, the operating partnership of Silver Star Properties REIT. Pursuant to the terms of a membership interest purchase agreement we may acquire up to $10,000,000 of Hartman XX LP’s equity ownership interest in Hartman Three Forest Plaza, LLC, or Three Forest Plaza LLC, which owns the Three Forest Property.

As of September 30, 2018, we had acquired an approximately 48.8% equity interest in Three Forest Plaza LLC from Hartman XX LP for an aggregate purchase price of $8,700,000.

On October 1, 2018, Three Forest Plaza LLC contributed the Three Forest Plaza property to Hartman SPE, LLC, a special purpose entity formed for the purpose of refinancing certain indebtedness of ~~Hartman~~Silver ~~Short~~Star ~~Term Income~~ Properties XXREIT, ~~Inc.,~~ Hartman Short Term Income Properties XIX, Inc. and Hartman Income REIT, Inc.

We received a 5.89% membership interest in Hartman SPE, LLC in exchange for our 48.8% minority interest in Three Forest Plaza, LLC.

Effective March 1, 2019, the Company's board of directors approved the exchange of 3.42% of the Company's 5.89% ownership interest in Hartman SPE, LLC for 700,302 shares of common stock of ~~Hartman~~Silver ~~Short Term Income Properties XX, Inc~~Star. The exchange reduced the Company’s ownership interest in Hartman SPE, LLC from 5.89% to 2.47%. The Company's investment in Hartman SPE, LLC and ~~Hartman~~Silver ~~Short~~Star ~~Term Income~~ Properties ~~XX,~~REIT ~~Inc.~~ is stated at cost, ~~and~~less ~~accounted for under the cost method~~impairment.

The conversion of our minority interest in Three Forest Plaza in favor of our investment in Hartman SPE LLC transforms our opportunity for earnings and growth from a single asset into an opportunity for earnings and growth from a diversified portfolio of 39 office, retail and industrial assets as of December 31, 2022. Hartman SPE LLC’s ownership has remained the same but its properties and square footage have decreased.

On November 1, 2019, the Company ~~had~~received an unsecured promissory note ~~receivable~~ from ~~Hartman~~Silver ~~XX,~~Star ~~Inc., an affiliate of the Advisor and the Property Manager,~~ in the face amount of $10,000,000 with an interest rate of 10% ~~annually~~. The outstanding balance of the note is was $610,~~012~~000,000 and $26,~~789~~012,000 asat of December 31, ~~2021~~2022 and ~~2020~~2021, respectively. The amended maturity date of the note is October 31, 2022. In addition to the balance due under the note, the Company made advances to Silver Star in 2022 of $7,168,000, which were outstanding at December 31, 2022, and which are not covered by the unsecured promissory note referred to herein. Subsequent to December 31, 2022, the Company has received $1,832,000 in principal payments on these loans, with a current outstanding balance of $15,336,000.

Effective August 4, 2020, the Company transferred the balance due from Hartman Short Term Income Properties XX, Inc. in the amount of $8,200,000 together with additional advances in the amount of $2,411,000 for a total of $10,611,000, to a newly formed taxable REIT subsidiary, Hartman vREIT XXI TRS, Inc. The total amount is represented by two underlying notes from Hartman Retail III Holdings LLC and Hartman Ashford Bayou LLC. Each of the notes receivable bear interest at an annual interest rate of 10%. The outstanding balance of the Hartman Retail III Holdings LLC note is $1,547,000 and $6,782,000 as of December 31, 2021 and 2020, respectively. The amended maturity date of the Hartman Retail III Holdings LLC note is June 30, 2023. The outstanding balance of the Hartman Ashford Bayou LLC note is $3,829,000 as of December 31, 2021 and 2020. The amended maturity date of the Hartman Ashford Bayou LLC note is December 31, 2022.

On March 11, 2022, the Company agreed to a settlement with Hartman XX, the Advisor, and the Property Manager (collectively the "Settlement Parties") to settle amounts owed by the Company to the Settlement Parties with amounts owed by the Settlement Parties to the Company. The settlement resulted in the reduction of $1,151,000 of interest receivable and reduction of $2,984,000 in principal of the unsecured promissory note receivable from Hartman XX in exchange for the reduction of $4,135,000 in unpaid fees owed to the Settlement Parties. The settlement was effective December 31, 2021.

Director Independence

As required by our charter, a majority of the members of our board of directors must qualify as “independent directors,” as such term is defined by our charter. Our charter defines independent director in accordance with the North American Securities Administrators Association, Inc.’s Statement of Policy Regarding Real Estate Investment Trusts, as revised and adopted on May 7, 2007. As defined in our charter, an independent director is a person who is not, on the date of determination, and within the last two years from the date of determination been, directly or indirectly, associated with our sponsor or our advisor by virtue of (1) ownership of an interest in our sponsor, our advisor, or any of their affiliates; (2) employment by our sponsor, our advisor, or any of their affiliates; (3) service as an officer or director of our sponsor, our advisor, or any of their affiliates (other than as one of our directors); (4) performance of services, other than as a director, for us; (5) service as a director or trustee of more than three real estate investment trusts organized by our sponsor or advised by our advisor; or (6) maintenance of a material business or professional relationship with our sponsor, our advisor, or any of their affiliates. A business or professional relationship is considered “material” if the aggregate gross revenue derived by the director from the sponsor, the advisor, and their affiliates exceeds 5.0% of either the director’s annual gross revenue during either of the last two years or the director’s net worth on a fair market value basis. An indirect association with the sponsor or the advisor shall include circumstances in which a director’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in-law, or brother- or sister-in-law is or has been associated with the sponsor, the advisor, any of their affiliates, or with us.

WeEffective ~~have~~August a4, ~~three-member~~2020, ~~board~~the Company received an unsecured promissory note from Silver Star in the amount of ~~directors.~~$8,200,000 ~~One~~together with additional advances in the amount of ~~our~~$2,411,000 ~~directors~~for a total of $10,611,000, ~~Allen~~to R.a newly formed taxable REIT subsidiary, Hartman vREIT XXI TRS, Inc. The total amount is ~~affiliated~~represented ~~with~~by ~~our~~two ~~sponsor~~underlying ~~and~~notes ~~its~~from ~~affiliates,~~Hartman ~~and~~Retail weIII doHoldings ~~not~~LLC ~~consider~~and MrHartman Ashford Bayou LLC. ~~Hartman~~Each toof bethe notes receivable bear interest at an ~~independent~~annual ~~director~~interest rate of 10%. ~~After~~The ~~review~~outstanding balance of ~~all~~the ~~relevant~~Hartman ~~transactions~~Retail orIII ~~relationships~~Holdings ~~between~~LLC ~~each~~note ~~director~~is $1,547,000 orand ~~any~~$1,547,000 as of ~~his~~December ~~family members~~31, 2022 and ~~our company~~2021, ~~our~~respectively. ~~senior~~The ~~management~~amended ~~and~~maturity ~~our~~date ~~independent~~of ~~registered~~the ~~public~~Hartman ~~accounting~~Retail ~~firm,~~III ~~our~~Holdings ~~board~~LLC ~~has~~note ~~determined~~is ~~that~~December ~~Messrs~~31, 2025. ~~Ruskey~~The ~~and~~outstanding ~~Ostroot,~~balance ~~who~~of ~~comprise~~ the ~~majority~~Hartman Ashford Bayou LLC note is $3,828,000 as of ~~our~~December ~~board~~31, ~~qualify~~2022 asand ~~independent~~2021. ~~directors~~The asamended ~~defined~~maturity indate ~~our~~of ~~charter~~the Hartman Ashford Bayou LLC note is December 31, 2025.

Director Independence

As required by our charter, a majority of the members of our board of directors must qualify as “independent directors,” as such term is defined by our charter. Our charter defines independent director in accordance with the North American Securities Administrators Association, Inc.’s Statement of Policy Regarding Real Estate Investment Trusts, as revised and adopted on May 7, 2007. As defined in our charter, an independent director is a person who is not, on the date of determination, and within the last two years from the date of determination been, directly or indirectly, associated with our Sponsor or our advisor by virtue of (1) ownership of an interest in our Sponsor, our advisor, or any of their affiliates; (2) employment by our Sponsor, our advisor, or any of their affiliates; (3) service as an officer or director of our Sponsor, our advisor, or any of their affiliates (other than as one of our directors); (4) performance of services, other than as a director, for us; (5) service as a director or trustee of more than three real estate investment trusts organized by our Sponsor or advised by our advisor; or (6) maintenance of a material business or professional relationship with our Sponsor, our advisor, or any of their affiliates. A business or professional relationship is considered “material” if the aggregate gross revenue derived by the director from the Sponsor, the advisor, and their affiliates exceeds 5.0% of either the director’s annual gross revenue during either of the last two years or the director’s net worth on a fair market value basis. An indirect association with the Sponsor or the advisor shall include circumstances in which a director’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in-law, or brother- or sister-in-law is or has been associated with the Sponsor, the advisor, any of their affiliates, or with us.

We have a three-member board of directors. One of our directors, Allen R. Hartman, is affiliated with our Sponsor and its affiliates, and we do not consider Mr. Hartman to be an independent director. After review of all relevant transactions or relationships between each director, or any of his family members, and our company, our senior management and our independent registered public accounting firm, our board has determined that Messrs. Quine and Ostroot, who comprise the majority of our board, qualify as independent directors as defined in our charter. Messrs. Tomkins and Ruskey qualified as independent directors as defined in our charter during the times that they served on our board of directors.

Item 14. Principal Accounting Fees and Services

Independent Registered Public Accounting Firm

The audit committee of our board of directors has engaged Weaver and Tidwell, L.L.P. (“Weaver”) as our independent registered public accounting firm to audit our consolidated financial statements for the years ended December 31, ~~2021~~2022 and ~~2020~~2021. The audit committee reserves the right to select a new ~~auditors~~independent registered public accounting firm at any time in the future in its discretion if it deems such decision to be in the best interests of our company and our stockholders.

Pre-Approval Policies

The charter of our audit committee imposes a duty on the audit committee to pre-approve all ~~auditing~~audit and audit-related services performed for us by our independent auditors as well as all permitted non-audit services in order to ensure that the provision of such services does not impair the auditors’ independence. In determining whether or not to pre-approve services, the audit committee will consider whether the service is a permissible service under the rules and regulations promulgated by the SEC. The audit committee, may, in its discretion, delegate to one or more of its members the authority to pre-approve any audit or non-audit services to be performed by the independent auditors, provided any such approval is presented to and approved by the full audit committee at its next scheduled meeting.

All services rendered to us by Weaver for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, were pre-approved in accordance with the policies and procedures described above.

Independent Registered Public Accounting Firm Fees

The audit committee reviewed the audit and non-audit services performed by Weaver, as well as the fees charged by Weaver for such services. In its review of the non-audit service fees, the audit committee considered whether the provision of such services is compatible with maintaining the independence of Weaver. The aggregate fees billed to us by Weaver professional accounting services for the years ended December 31, 2022 and 2021 are set forth in the table below.


	2022		2021
Audit fees	$	280,000	$	184,000
Audit-related fees	—		12,000
Tax fees	62,000		25,000
All other fees	$	—	$	—
Total	$	342,000	$	221,000

	2021		2020
Audit fees	$	184,000	$	154,000
Audit-related fees	12,000		127,000
Tax fees	25,000		30,000
Total	$	221,000	$	311,000

For purposes of the preceding table, Weaver’s professional fees are classified as follows:

● •Audit fees—These are fees for professional services performed for the audit of our annual consolidated financial statements, the required review of quarterly financial statements, registration statements and other procedures performed by Weaver in order for them to be able to form an opinion on our consolidated financial statements. These fees also cover services that are normally provided by independent auditors in connection with statutory and regulatory filings or engagements.

● •Audit-related fees—These are fees for assurance and related services that traditionally are performed by independent auditors that are reasonably related to the performance of the audit or review of the financial statements, such as audits and due diligence related to acquisitions and dispositions, attestation services that are not required by statute or regulation, internal control reviews, and consultation concerning financial accounting and reporting standards.

● •Tax fees—These are fees for all professional services performed by professional staff in our independent auditor’s tax division, except those services related to the audit of our financial statements. These include fees for tax compliance, tax planning, and tax advice, including federal, state, and local issues. Services may also include assistance with tax audits and appeals before the IRS and similar state and local agencies, as well as federal, state, and local tax issues related to due diligence.

assistance with tax audits and appeals before the IRS and similar state and local agencies, as well as federal, state, and local tax issues related to due diligence.

PART IV

Item 15. Exhibits and Financial Statement Schedules

~~The~~(a)(1), ~~following~~(2) ~~documents~~and ~~are~~(c) ~~filed~~Financial ~~as part of this Annual Report:~~Statements.

~~(a) Exhibits~~Report of Independent Registered Public Accounting Firm

~~Exhibits. The~~Consolidated ~~index~~Balance ofSheets ~~exhibits~~at ~~below~~December is31, ~~incorporated~~2022 ~~herein~~and ~~by reference.~~2021

~~(b) Financial~~Consolidated Statements of Operations for the years ended December 31, 2022 and ~~Schedules~~2021

~~See~~Consolidated ~~the~~Statement ~~Index~~of toStockholders’ ~~Consolidated~~Equity ~~Financial~~for ~~Statements~~the ~~and~~years ~~Schedule~~ended atDecember ~~page~~31, ~~F-1~~2022 ofand ~~this report.~~2021

Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021

Notes to Consolidated Financial Statements for the years ended December 31, 2022 and 2021

(a)(3) and (b) Exhibits.

The exhibits filed or furnished with this annual report are listed in the following Exhibit Index:


Exhibit			Description
3.1			Third Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No. 3 to the Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333- 207711, filed on January 12, 2017.)
3.2			Bylaws (incorporated by reference to Exhibit 3.2 to Pre-Effective Amendment No. 5 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333- 207711, filed on May 23, 2016)
4.1			Form of Subscription Agreement (included as Appendix B to the prospectus, dated April 26, 2017, of the Registrant)
4.2			Amended and Restated Distribution Reinvestment Plan (included as Appendix C to the prospectus, dated April 26, 2017, of the Registrant)
10.1			Amended and Restated Advisory Agreement, dated effective as of December 31, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 27, 2017)
10.2			Agreement of Limited Partnership of Hartman vREIT XXI Operating Partnership, LP (incorporated by reference to Exhibit 10.2 to Pre-Effective Amendment No. 5 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333- 207711, filed on May 23, 2016)
10.3			Hartman vREIT XXI, Inc. Amended & Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333- 207711, filed on November 23, 2016)
10.4			Hartman vREIT XXI, Inc. Amended & Restated Independent Directors Compensation Plan (incorporated by reference to Exhibit 10.4 to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333- 207711, filed on November 23, 2016)
10.5			Contract of Sale dated October 14, 2016 by Hartman XX Limited Partnership and Village Pointe Investors, L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 14, 2016)
10.6			First Amendment to Contract of Sale dated October 14, 2016 by Hartman XX Limited Partnership and Village Pointe Investors, L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 14, 2016)
10.7			Promissory Note dated November 14, 2016 by Hartman Village Pointe, LLC in favor of Hartman XX Limited Partnership (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on November 14, 2016)
10.8			Deed of Trust, Security Agreement and Assignment of Rents dated November 14, 2016 by Hartman Village Pointe, LLC in favor of Hartman XX Limited Partnership (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on November 14, 2016)
10.9			Membership Interest Purchase agreement dated April 11, 2017 by and between Hartman XX Limited Partnership and Hartman vREIT XXI, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 12, 2017)
10.10			Agreement of Purchase and Sale and Joint Escrow Instructions Agreement, dated December 14, 2017 by and between Richardson Business Center, Ltd. and Hartman vREIT XXI Operating Partnership L.P.
10.11			Loan Agreement dated March 14, 2018 by and between Southside Bank and Hartman Richardson Tech Center LLC (incorporated by reference to Exhibit 10.1 to the Company's Current on Form 8-K filed on March 15, 2018)
10.12			Promissory Note dated March 14, 2018 by and between Southside Bank and Hartman Richardson Tech Center LLC (incorporated by reference to Exhibit 10.2 to the Company's Current on Form 8-K filed on March 15, 2018)
10.13			Deed of Trust dated March 14, 2018 in favor of Southside Bank by Hartman Richardson Tech Center LLC (incorporated by reference to Exhibit 10.3 to the Company's Current on Form 8-K filed on March 15, 2018)
10.14			Property Management Agreement dated January 29, 2018 by and between Hartman Income REIT Management, Inc. and Hartman Richardson Tech Center LLC (incorporated by reference to Exhibit 10.5 to the Company's Current on Form 8-K filed on March 15, 2018)
10.15			Agreement of Purchase and Sale and Joint Escrow Instruction Agreement by and between Pace-Spectrum LLC and Hartman vREIT XXI Operating Partnership LP (incorporated by reference to Exhibit 10.1 to the Company's Current on Form 8-K filed on October 30, 2018)
10.16			Agreement for Purchase and Sale by and between Cotter & Sons, Inc. and Hartman vREIT XXI Operating Partnership LP (incorporated by reference to Exhibit 10.1 to the Company's Current on Form 8-K filed on November 14, 2018)
10.17			Master Credit Facility Agreement dated December 27, 2018 by and between East West Bank and Hartman vREIT XXI Operating Partnership, L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 3, 2019.)


10.18			Revolving Promissory Note dated December 27, 2018 in favor of East West Bank (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 3, 2019.)
10.19			Deed of Trust, Assignment of Rents and Security Agreement dated December 27, 2018 by Hartman Spectrum, LLC in favor of East West Bank (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on January 3, 2019.)
10.20			Real Property Management Agreement dated December 5, 2018 by and between Hartman Spectrum, LLC and Hartman Income REIT Management, Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on January 3, 2019.)
10.21			Deed of Trust, Assignment of Rents and Security Agreement dated December 27, 2018 by Hartman 11211, LLC in favor of East West Bank (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 17, 2019.)
10.22			Real Property Management Agreement dated December 5, 2018 by and between Hartman Spectrum, LLC and Hartman Income REIT Management, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 17, 2019.)
10.23			Master Credit Facility Agreement dated March 10, 2020 by and between East West Bank and Hartman vREIT XXI Operating Partnership, L.P.
10.24			Revolving Promissory Note dated March 10, 2020 by Hartman vREIT XXI Operating Partnership, L.P. and Hartman vREIT XXI, Inc. in favor of East West Bank
10.25			Deed of Trust, Assignment of Rents and Security Agreement dated March 10, 2020 by Hartman Park Ten Place I & II, LLC in favor of East West Bank
10.26			Deed of Trust, Assignment of Rents and Security Agreement dated March 10, 2020 by Hartman Timberway II, LLC in favor of East West Bank
10.27			Deed of Trust, Assignment of Rents and Security Agreement dated March 10, 2020 by Hartman Village Pointe, LLC in favor of East West Bank
10.28			Real Property Management Agreement dated November 21, 2019 by and between Hartman Income REIT Management, Inc. and Hartman Park Ten Place I & II, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 27, 2019)
10.29			Real Property Management Agreement dated November 21, 2019 by and between Hartman Income REIT Management, Inc. and Hartman Timberway II, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 27, 2019)
10.30			Real Property Management Agreement dated November 14, 2016 by and between Hartman Village Pointe, LLC and Hartman Income REIT Management, Inc.
10.31			Assignment of Property Management Agreements dated March 10, 2020 in favor of East West Bank
10.32*			Amendment to Master Credit Agreement dated March 18, 2022 by and between East West Bank and Hartman vREIT XXI Operating Partnership LP, Hartman Spectrum, LLC, Hartman 11211, LLC, Hartman 1400 Broadfield LLC, Hartman 16420 Park Ten LLC, and Hartman 7915 FM 1960 LLC(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 24, 2022)
10.33*			Amended and Restated Revolving Promissory Note dated March 18, 2022 by and between East West Bank and Hartman vREIT XXI Operating Partnership LP, Hartman Spectrum, LLC, Hartman 11211, LLC, Hartman 1400 Broadfield LLC, Hartman 16420 Park Ten LLC, and Hartman 7915 FM 1960 LLC(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 24, 2022)
21.1*			List of subsidiaries of Hartman vREIT XXI, Inc.
31.1*			Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*			Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*			Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.SCH*			XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL*			XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
101.DEF*			XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
101.LAB*			XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
101.PRE*			XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT
104*			The cover page of the Annual Report on Form 10-K, formatted in Inline XBRL, included within the Exhibit 101 exhibits

* Filed Herewith

Item 16. Form 10-K Summary

We have elected not to provide summary information.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, ~~in the City of Houston, State of Texas,~~ on ~~March 30~~_________________, ~~2022~~2025.

HARTMAN vREIT XXI, INC.

By: /s/ Allen R. Hartman

Allen R. Hartman,

Chairman of the Board, Chief Executive Officer and President

66(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

~~POWER~~Pursuant OFto ~~ATTORNEY~~the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Allen R. Hartman and Louis T. Fox, III, and each of them, acting individually, as his attorney-in-fact, each with full power of substitution and resubstitution, for him or her and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.___________________________ ___________________________

~~Pursuant~~Allen toR. ~~the~~Hartman, ~~requirements~~Director, ofChief ~~the~~Executive John ~~Securities~~G. ~~Exchange Act of 1934~~Ostroot, ~~this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.~~Director

By:

/s/ Allen R. Hartman

Date: March 30, 2022

Allen R. Hartman, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

By:

/s/ Louis T. Fox, III

Date: March 30, 2022

Louis T. Fox, III, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

By:

/s/ Richard R. Ruskey

Date: March 30, 2022

Richard R. Ruskey, Director and Chair of the Audit Committee

By:

/s/ John G. Ostroot

Date: March 30, 2022

John G. Ostroot, Director

By:

/s/ Jack I. Tompkins

Date: March 30, 2022

Jack I. Tompkins, Director

Officer, and Chief Financial Officer ________________, 2025

67(Principal Executive Officer, Principal Financial

Officer, and Principal Accounting Officer)

________________, 2025

J. Allen Quine, Director

, 2025

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO

SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES

PURSUANT TO SECTION 12 OF THE ACT

This registrant has not sent an annual report or proxy materials to its stockholders. The registrant will furnish each stockholder with an annual report within 120 days following the close of each fiscal year. The registrant will furnish copies of such report and proxy materials to the Securities and Exchange Commission when they are sent to stockholders.

EXHIBIT INDEX

Exhibit			Description
3.1			Third Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No. 3 to the Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333- 207711, filed on January 12, 2017.)
3.2			Bylaws (incorporated by reference to Exhibit 3.2 to Pre-Effective Amendment No. 5 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333- 207711, filed on May 23, 2016)
4.1			Form of Subscription Agreement (included as Appendix B to the prospectus, dated April 26, 2017, of the Registrant)
4.2			Amended and Restated Distribution Reinvestment Plan (included as Appendix C to the prospectus, dated April 26, 2017, of the Registrant)
10.1			Amended and Restated Advisory Agreement, dated effective as of December 31, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 27, 2017)
10.2			Agreement of Limited Partnership of Hartman vREIT XXI Operating Partnership, LP (incorporated by reference to Exhibit 10.2 to Pre-Effective Amendment No. 5 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333- 207711, filed on May 23, 2016)
10.3			Hartman vREIT XXI, Inc. Amended & Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333- 207711, filed on November 23, 2016)
10.4			Hartman vREIT XXI, Inc. Amended & Restated Independent Directors Compensation Plan (incorporated by reference to Exhibit 10.4 to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333- 207711, filed on November 23, 2016)
10.5			Contract of Sale dated October 14, 2016 by Hartman XX Limited Partnership and Village Pointe Investors, L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 14, 2016)
10.6			First Amendment to Contract of Sale dated October 14, 2016 by Hartman XX Limited Partnership and Village Pointe Investors, L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 14, 2016)
10.7			Promissory Note dated November 14, 2016 by Hartman Village Pointe, LLC in favor of Hartman XX Limited Partnership (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on November 14, 2016)
10.8			Deed of Trust, Security Agreement and Assignment of Rents dated November 14, 2016 by Hartman Village Pointe, LLC in favor of Hartman XX Limited Partnership (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on November 14, 2016)
10.9			Membership Interest Purchase agreement dated April 11, 2017 by and between Hartman XX Limited Partnership and Hartman vREIT XXI, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 12, 2017)
10.10			Agreement of Purchase and Sale and Joint Escrow Instructions Agreement, dated December 14, 2017 by and between Richardson Business Center, Ltd. and Hartman vREIT XXI Operating Partnership L.P.
10.11			Loan Agreement dated March 14, 2018 by and between Southside Bank and Hartman Richardson Tech Center LLC (incorporated by reference to Exhibit 10.1 to the Company's Current on Form 8-K filed on March 15, 2018)
10.12			Promissory Note dated March 14, 2018 by and between Southside Bank and Hartman Richardson Tech Center LLC (incorporated by reference to Exhibit 10.2 to the Company's Current on Form 8-K filed on March 15, 2018)
10.13			Deed of Trust dated March 14, 2018 in favor of Southside Bank by Hartman Richardson Tech Center LLC (incorporated by reference to Exhibit 10.3 to the Company's Current on Form 8-K filed on March 15, 2018)
10.14			Property Management Agreement dated January 29, 2018 by and between Hartman Income REIT Management, Inc. and Hartman Richardson Tech Center LLC (incorporated by reference to Exhibit 10.5 to the Company's Current on Form 8-K filed on March 15, 2018)
10.15			Agreement of Purchase and Sale and Joint Escrow Instruction Agreement by and between Pace-Spectrum LLC and Hartman vREIT XXI Operating Partnership LP (incorporated by reference to Exhibit 10.1 to the Company's Current on Form 8-K filed on October 30, 2018)
10.16			Agreement for Purchase and Sale by and between Cotter & Sons, Inc. and Hartman vREIT XXI Operating Partnership LP (incorporated by reference to Exhibit 10.1 to the Company's Current on Form 8-K filed on November 14, 2018)

10.17			Master Credit Facility Agreement dated December 27, 2018 by and between East West Bank and Hartman vREIT XXI Operating Partnership, L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 3, 2019.)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			Page #
10.18			Revolving Promissory Note dated December 27, 2018 in favor of East West Bank (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 3, 2019.)
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 410)			F-1
10.19			Deed of Trust, Assignment of Rents and Security Agreement dated December 27, 2018 by Hartman Spectrum, LLC in favor of East West Bank (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on January 3, 2019.)
Consolidated Balance Sheets			F-4
10.20			Real Property Management Agreement dated December 5, 2018 by and between Hartman Spectrum, LLC and Hartman Income REIT Management, Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on January 3, 2019.)
Consolidated Statements of Operations			F-5
10.21			Deed of Trust, Assignment of Rents and Security Agreement dated December 27, 2018 by Hartman 11211, LLC in favor of East West Bank (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 17, 2019.)
Consolidated Statements of Stockholders’ Equity			F-6
10.22			Real Property Management Agreement dated December 5, 2018 by and between Hartman Spectrum, LLC and Hartman Income REIT Management, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 17, 2019.)
Consolidated Statements of Cash Flows			F-7
10.23			Master Credit Facility Agreement dated March 10, 2020 by and between East West Bank and Hartman vREIT XXI Operating Partnership, L.P.
Notes to Consolidated Financial Statements			F-8
10.24			Revolving Promissory Note dated March 10, 2020 by Hartman vREIT XXI Operating Partnership, L.P. and Hartman vREIT XXI, Inc. in favor of East West Bank
Schedule III – Real Estate Assets and Accumulated Depreciation			F-29
10.25			Deed of Trust, Assignment of Rents and Security Agreement dated March 10, 2020 by Hartman Park Ten Place I & II, LLC in favor of East West Bank
10.26			Deed of Trust, Assignment of Rents and Security Agreement dated March 10, 2020 by Hartman Timberway II, LLC in favor of East West Bank
10.27			Deed of Trust, Assignment of Rents and Security Agreement dated March 10, 2020 by Hartman Village Pointe, LLC in favor of East West Bank
10.28			Real Property Management Agreement dated November 21, 2019 by and between Hartman Income REIT Management, Inc. and Hartman Park Ten Place I & II, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 27, 2019)
10.29			Real Property Management Agreement dated November 21, 2019 by and between Hartman Income REIT Management, Inc. and Hartman Timberway II, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 27, 2019)
10.30			Real Property Management Agreement dated November 14, 2016 by and between Hartman Village Pointe, LLC and Hartman Income REIT Management, Inc.
10.31			Assignment of Property Management Agreements dated March 10, 2020 in favor of East West Bank
10.32*			Amendment to Master Credit Agreement dated March 18, 2022 by and between East West Bank and Hartman vREIT XXI Operating Partnership LP, Hartman Spectrum, LLC, Hartman 11211, LLC, Hartman 1400 Broadfield LLC, Hartman 16420 Park Ten LLC, and Hartman 7915 FM 1960 LLC(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 24, 2022)
10.33*			Amended and Restated Revolving Promissory Note dated March 18, 2022 by and between East West Bank and Hartman vREIT XXI Operating Partnership LP, Hartman Spectrum, LLC, Hartman 11211, LLC, Hartman 1400 Broadfield LLC, Hartman 16420 Park Ten LLC, and Hartman 7915 FM 1960 LLC(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 24, 2022)
21.1*			List of subsidiaries of Hartman vREIT XXI, Inc.
31.1*			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*			Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*			Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.SCH			XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL			XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
101.DEF			XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
101.LAB			XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
101.PRE			XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

* Filed Herewith

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			Page #
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 410)			F-1
Consolidated Balance Sheets			F-3
Consolidated Statements of Operations			F-4
Consolidated Statements of Stockholders’ Equity			F-5
Consolidated Statements of Cash Flows			F-6
Notes to Consolidated Financial Statements			F-8
Schedule III – Real Estate Assets and Accumulated Depreciation			F-25

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Hartman vREIT XXI, Inc. and Subsidiaries

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Hartman vREIT XXI, Inc. (a Maryland corporation) and Subsidiaries (the Company) as of December 31, ~~2021~~2022 and ~~2020~~2021, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, ~~2021~~2022, and the related notes and schedule (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2021~~2022 and ~~2020~~2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, ~~2021~~2022, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the ~~Company~~entity will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, uncertainty exists regarding the Company’s ~~revolving~~ability ~~credit~~to ~~loan~~meet ~~and~~certain ~~term~~ loan ~~have~~covenant ~~maturity dates less than twelve months from the date these consolidated financial statements are issued~~requirements, which raises substantial doubt about ~~the~~its ~~Company’s~~ ability to continue as a going concern. Management's plans in regard to this matter are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’'s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit ~~Matter~~Matters

The critical audit ~~matter~~matters communicated below isare amatters ~~matter~~ arising from the current period audit of the consolidated financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that: (1i) relate to accounts or disclosures that are material to the consolidated financial statements and (2ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by ~~communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.~~

~~Evaluation of real estate assets for potential impairment. Refer to Note 2 to the Consolidated Financial Statements~~F-1

communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of real estate assets for potential impairment (Note 2)

Critical Audit Matter Description

The Company evaluates, on at least an annual basis, its real estate assets for potential impairment whenever changes in circumstances indicate that the value of real estate assets may not be recoverable. An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value.

We identified the evaluation of real estate assets for potential impairment and management’s related determination of fair value as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate certain assumptions used in determining the recoverability of these real estate assets. Management’s impairment analysis of its real estate assets was also significant to our audit because the amounts are material to the consolidated financial statements. Auditing management’s assessment is complex and involves significant judgment as the Company’s ability to estimate future cash flows could be impacted by various economic and industry conditions as well as the Company’s assumptions.

F-1

Management’s impairment analysis of its real estate asset was significant to our audit because the amounts are material to the consolidated financial statements. Auditing management’s assessment is complex and involves significant judgment as the Company’s ability to generate future cash flows could be impacted by various economic and industry conditions.

How we addressed the matter in our audit

We obtained an understanding of the design and implementation of management’s controls with respect to their impairment analysis and evaluated the inputs used and underlying significant assumptions.

Our testing of the Company's impairment analysis included, among other procedures, evaluating the methods, data and underlying significant assumptions used to develop the estimated cash flows and related fair value estimates, testing the accuracy and completeness of operating data used in the calculation, identifying capitalization rates by geographic market, assessing the reasonableness of the market-specific ~~assumptions~~capitalization rates, and performing a sensitivity analysis of the underlying significant assumptions to evaluate the potential changes in the fair value estimates. We also utilized an auditor specialist to assist in ~~testing~~estimating ~~management’s~~the ~~calculations of~~ fair values based onupon anrecent ~~undiscounted~~market ~~cash~~comparable ~~flow model~~transactions.

Presentation and disclosure of related party transactions (Note 9)

Critical Audit Matter Description

The Company has a material amount of related party transactions as it regularly transacts with multiple other Hartman affiliates in the normal course of business.

Auditing the presentation and disclosure of these related party transactions, including the completeness thereof, was challenging due to the affiliates’ involvement in many aspects of the Company’s business, including (1) entities with common management, (2) formal and informal affiliate borrowings and advances, and (3) informal documentation governing such transactions.

How we addressed the matter in our audit

We obtained an understanding of the design and implementation of controls over the Company’s process of identifying and disclosing related party transactions.

F-2

To test the completeness of related party transactions, a listing of all related party relationships was compared to the Hartman affiliates’ legal structure and evidence obtained from other audit procedures including, among others, inquiries of management and the audit committee, review of the board of directors and other committee meeting minutes, and review of contracts. We also performed procedures to test material related party account activity and account balances including, among others, testing the related party amounts and disclosures of transactions recognized in the statement of operations and balance sheet accounts by inspecting source documentation, and evaluating the aggregated presentation and disclosure of related party transactions.

/s/ Weaver and Tidwell, L.L.P.

WEAVER AND TIDWELL, L.L.P.

We have served as the Company’'s ~~auditors~~auditor since 2015.

Houston, Texas

~~March 30~~August 22, ~~2022~~2025

F-2

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
	December 31,
	2021		2020
ASSETS
Real estate assets, at cost	$	84,012	$	80,674
Accumulated depreciation and amortization	(16,369)		(10,849)
Real estate assets, net	67,643		69,825
Investment in tenancy in common interest, net	3,386		3,926
Total	71,029		73,751
Cash and cash equivalents	—		408
Restricted cash	144		139
Note receivable - related party	11,388		13,400
Investment in unconsolidated entities	11,734		11,734
Deferred lease commissions, net	1,799		760
Accrued rent and accounts receivable, net	1,955		1,849
Prepaid expenses and other assets	303		271
Acquisition deposits	125		125
Due from related parties	1,060		—
Total assets	$	99,537	$	102,437
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable, net	$	37,655	$	35,213
Accounts payable and accrued expenses	5,200		4,109
Subscriptions for common stock	—		130
Due to related parties	—		420
Tenants' security deposits	728		577
Total liabilities	43,583		40,449
Commitments and contingencies
Special Limited Partnership Interests	1		1
Stockholders' equity:
Common stock, Class A, $0.01 par value, 270,000,000 shares authorized, 8,483,580 and 8,342,318 shares issued and outstanding at December 31, 2021 and 2020, respectively	85		83
Common stock, Class T, $0.01 par value, 70,000,000 shares authorized, 479,219 shares and 468,982 shares issued and outstanding at December 31, 2021 and 2020, respectively	5		5
Common stock, Class S, $0.01 par value, 280,000,000 shares authorized, 19,708 and 0 shares issued and outstanding at December 31, 2021 and 2020, respectively	—		—
Common stock, Class I, $0.01 par value, 280,000,000 shares authorized, 22,442 and 0 shares issued and outstanding at December 31, 2021 and 2020, respectively	—		—
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding at December 31, 2021 and 2020, respectively	—		—
Additional paid-in capital	82,445		80,519
Accumulated distributions and net loss	(26,582)		(18,620)
Total stockholders' equity	55,953		61,987
Total liabilities and total equity	$	99,537	$	102,437
The accompanying notes are an integral part of these consolidated financial statements.

F-3

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
	Year Ended December 31,
	December 31,
	2021		2020
	2022		2021
Revenues
ASSETS
Rental revenues	$	11,651	$	12,073
Real estate assets, at cost	$	88,017	$	84,012
Tenant reimbursements and other revenues	1,254		955
Accumulated depreciation and amortization	(20,682)		(16,369)
Total revenues	12,905		13,028
Real estate assets, net	67,335		67,643
Expenses (income)
Investment in tenancy in common interest, net	3,056		3,386
Property operating expenses	5,357		4,952
Total	70,391		71,029
Asset management fees	553		553
Cash and cash equivalents	544		—
Organization and offering costs	44		395
Restricted cash	162		144
Real estate taxes and insurance	2,382		2,495
Note receivable - related party	22,543		11,388
Depreciation and amortization	5,520		6,158
Investment in unconsolidated entities	11,232		11,734
General and administrative	1,416		1,018
Deferred lease commissions, net	1,949		1,799
Interest expense	1,226		1,005
Accrued rent and accounts receivable, net	3,066		1,955
Interest and dividend income	(1,927)		(1,546)
Prepaid expenses and other assets	188		303
Equity in earnings of equity method investment	540		—
Acquisition deposits	—		125
Total expenses, net	15,111		15,030
Due from related parties	1,041		1,060
Net loss	$	(2,206)	$	(2,002)
Total assets	$	111,116	$	99,537
Basic and diluted loss per common share:
LIABILITIES AND STOCKHOLDERS' EQUITY
Net loss attributable to common stockholders	$	(0.25)	$	(0.23)
Liabilities:
Weighted average number of common shares outstanding, basic and diluted	8,950		8,691
Notes payable, net	$	52,967	$	37,655
Accounts payable and accrued expenses	4,929		5,200
Tenants' security deposits	1,006		728
Total liabilities	58,902		43,583
Commitments and contingencies
Special Limited Partnership Interests	1		1
Stockholders' equity:
Common stock, Class A, $0.01 par value, 270,000,000 shares authorized, 8,706,919, and 8,483,580 shares issued and outstanding at December 31, 2022 and 2021, respectively	87		85
Common stock, Class T, $0.01 par value, 70,000,000 shares authorized, 503,255 shares and 479,219 shares issued and outstanding at December 31, 2022 and 2021, respectively	5		5
Common stock, Class S, $0.01 par value, 280,000,000 shares authorized, 19,708, and 19,708 shares issued and outstanding at December 31, 2022 and 2021, respectively	—		—
Common stock, Class I, $0.01 par value, 280,000,000 shares authorized, 38,198 and 22,442 issued and outstanding at December 31, 2022 and 2021, respectively	—		—
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding at December 31, 2022 and 2021, respectively	—		—
Additional paid-in capital	85,060		82,445
Accumulated distributions and net loss	(32,939)		(26,582)
Total stockholders' equity	52,213		55,953
Total liabilities and total equity	$	111,116	$	99,537
The accompanying notes are an integral part of these consolidated financial statements.

F-4

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(in thousands, except per share data)
	Common Stock
	Year Ended December 31,
	Shares		Amount		Additional Paid-in Capital		Accumulated Distributions And Net loss		Total
	2022				2021
Balance at December 31, 2019	8,512		$	85	$	77,573	$	(11,054)	$	66,604
Revenues
Issuance of common shares	311		3		3,287		—		3,290
Rental revenues, tenant reimbursements and other revenues	$	13,461			$	12,905
Redemption of common shares	(12)		—		(143)		—		(143)
Total revenues	13,461				12,905
Selling commissions	—		—		(198)		—		(198)
Expenses (income)
Dividends and distributions (DRP)	—		—		—		(2,373)		(2,373)
Property operating expenses	4,697				5,357
Dividends and distributions (cash)	—		—		—		(3,191)		(3,191)
Asset management fees	553				553
Net loss	—		—		—		(2,002)		(2,002)
Organization and offering costs	41				44
Balance at December 31, 2020	8,811		$	88	$	80,519	$	(18,620)	$	61,987
Loss on impairment of investment in unconsolidated entities	502				—
Issuance of common shares	269		2		2,789		—		2,791
Real estate taxes and insurance	2,370				2,382
Redemption of common shares	(75)		—		(745)		—		(745)
Depreciation and amortization	4,313				5,520
Selling commissions	—		—		(118)		—		(118)
General and administrative	1,981				1,416
Dividends and distributions (DRP)	—		—		—		(2,330)		(2,330)
Interest expense	2,595				1,226
Dividends and distributions (cash)	—		—		—		(3,426)		(3,426)
Interest and dividend income	(1,991)				(1,927)
Net loss	—		—		—		(2,206)		(2,206)
Equity in losses of tenancy in common interest	330				540
Balance at December 31, 2021	9,005		$	90	$	82,445	$	(26,582)	$	55,953
Total expenses, net	15,391				15,111
The accompanying notes are an integral part of these consolidated financial statements.
Net loss	$	(1,930)			$	(2,206)
Basic and diluted loss per common share:
Net loss attributable to common stockholders	$	(0.21)			$	(0.25)
Weighted average number of common shares outstanding, basic and diluted	9,221				8,950
The accompanying notes are an integral part of these consolidated financial statements.

F-5

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
	Year Ended December 31,
	Common Stock
	2021		2020
	Shares		Amount		Additional Paid-in Capital		Accumulated Distributions And Net loss		Total
Cash flows from operating activities:
Balance at December 31, 2020	8,811		$	88	$	80,519	$	(18,620)	$	61,987
Net loss	$	(2,206)	$	(2,002)
Issuance of common shares	269		2		2,789		—		2,791
Adjustments to reconcile net loss to net cash provided by operating activities:
Redemption of common shares	(75)		—		(745)		—		(745)
Stock based compensation	100		65
Selling commissions	—		—		(118)		—		(118)
Depreciation and amortization	5,520		6,158
Dividends and distributions (DRP)	—		—		—		(2,330)		(2,330)
Deferred loan and lease commission costs amortization	430		291
Dividends and distributions (cash)	—		—		—		(3,426)		(3,426)
Equity in earnings of unconsolidated joint venture	540		—
Net loss	—		—		—		(2,206)		(2,206)
Bad debt provision	36		75
Balance at December 31, 2021	9,005		$	90	$	82,445	$	(26,582)	$	55,953
Changes in operating assets and liabilities:
Issuance of common shares	248		2		2,846		—		2,848
Accrued rent and accounts receivable	(1,293)		(960)
Redemption of common shares	(33)		—		(336)		—		(336)
Deferred leasing commissions	(1,289)		(568)
Stock compensation	24		—		245		—		245
Prepaid expenses and other assets	(32)		175
Selling commissions	—		—		(140)		—		(140)
Accounts payable and accrued expenses	502		6
Dividends and distributions (DRP)	—		—		—		(1,734)		(1,734)
Due to /from related parties	2,655		970
Dividends and distributions (cash)	—		—		—		(2,693)		(2,693)
Tenants' security deposits	151		(69)
Net loss	—		—		—		(1,930)		(1,930)
Net cash provided by operating activities	$	5,114	$	4,141
Balance at December 31, 2022	9,244		$	92	$	85,060	$	(32,939)	$	52,213
Cash flows from investing activities:
The accompanying notes are an integral part of these consolidated financial statements.
Acquisition deposit	$	—	$	(125)
Investment in TIC	—		(2,076)
Additions to real estate	(3,338)		(3,501)
Receipts from notes receivable-related parties	5,236		—
Payments of notes receivable- related parties	(6,208)		(9,000)
Investment in unconsolidated entities	—		(3,707)
Net cash used in investing activities	$	(4,310)	$	(18,409)
Cash flows from financing activities:
Proceeds from issuance of common stock	$	461	$	1,068
Payment of redemption of common stock	(745)		(143)
Distributions paid in cash	(2,831)		(3,180)
Payment of selling commissions	(118)		(198)
Borrowings under insurance premium finance note	445		—
Repayments under insurance premium finance note	(551)		—
Deferred loan costs paid	(38)		(198)
Subscriptions for common stock	(130)		130
Proceeds from revolving credit facility	2,400		17,400
Repayments under revolving credit facility	(46)		(475)
Repayments on term loan	(54)		—
Net cash (used in) provided by financing activities	$	(1,207)	$	14,404
Net (decrease)/ increase in cash and cash equivalents and restricted cash	$	(403)	$	136
Cash and cash equivalents and restricted cash, beginning of period	547		411
Cash and cash equivalents and restricted cash, end of period	$	144	$	547
The accompanying notes are an integral part of these consolidated financial statements.

F-6

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Year Ended December 31,
(in thousands)
	2021				2020
	Year Ended December 31,
Supplemental cash flow information:
	2022		2021
Cash paid for interest	$	1,042			$	835
Cash flows from operating activities:
Supplemental disclosures of non-cash activities:
Net loss	$	(1,930)	$	(2,206)
Increase in distributions payable	$	595			$	49
Adjustments to reconcile net loss to net cash provided by operating activities:
Distributions paid in stock	$	2,330			$	2,324
Stock based compensation	100		100
Transfer of acquisition deposit to investment in TIC	$	—			$	1,850
Depreciation and amortization	4,313		5,520
Notes received to settle related party receivable from Hartman XX	$	—			$	10,611
Deferred loan and lease commission costs amortization	778		430
Decrease in interest receivable from Hartman XX settlement	$	1,151			$	—
Equity in earnings of unconsolidated joint venture	330		540
Decrease in due to related parties from Hartman XX settlement	$	4,135			$	—
Impairment loss	502		—
Decrease in notes receivable from Hartman XX settlement	$	2,984			$	—
Straight-line rent	(303)		(325)
The accompanying notes are an integral part of these consolidated financial statements.
Bad debt provision	77		36
Changes in operating assets and liabilities:
Accrued rent and accounts receivable	(1,680)		(968)
Deferred leasing commissions	(673)		(1,289)
Prepaid expenses and other assets	116		(32)
Accounts payable and accrued expenses	311		502
Due to /from related parties	2,679		2,655
Tenants' security deposits	278		151
Net cash provided by operating activities	$	4,898	$	5,114
Cash flows from investing activities:
Additions to real estate	(3,571)		(3,338)
Receipts from notes receivable-related parties	2,396		5,236
Payments of notes receivable- related parties	(15,291)		(6,208)
Net cash used in investing activities	$	(16,466)	$	(4,310)
Cash flows from financing activities:
Proceeds from issuance of common stock	$	1,113	$	461
Payment of redemption of common stock	(336)		(745)
Distributions paid in cash	(3,554)		(2,831)
Payment of selling commissions	(140)		(118)
Borrowings under insurance premium finance note	431		445
Repayments under insurance premium finance note	(441)		(551)
Deferred loan costs paid	(235)		(38)
Subscriptions for common stock	—		130
Proceeds from revolving credit facility	15,344		2,400
Repayments under revolving credit facility	—		(46)
Repayments on term loan	(52)		(54)
Net cash provided by (used in) provided by financing activities	$	12,130	$	(1,207)
Net increase/(decrease) in cash and cash equivalents and restricted cash	562		(403)
Cash and cash equivalents, beginning of period	—		408
Restricted cash, beginning of period	144		139
Cash and cash equivalents and restricted cash, beginning of period	$	144	$	547
Cash and cash equivalents, end of period	544		—
Restricted cash, end of period	162		144
Cash and cash equivalents and restricted cash, end of period	$	706	$	144
The accompanying notes are an integral part of these consolidated financial statements.

F-7


HARTMAN vREIT XXI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2022		2021
Supplemental cash flow information:
Cash paid for interest	$	2,095	$	1,042
Supplemental disclosures of non-cash activities:
Increase/(decrease) in distributions payable	$	(861)	$	595
Distributions paid in stock	$	1,734	$	2,330
Accrued capital asset additions	$	434	$	—
Transfer of acquisition deposit to investment in TIC	$	—	$	1,151
Decrease in interest receivable from Silver Star settlement	$	795	$	—
Decrease in due to related parties from Silver Star settlement	$	2,535	$	4,135
Decrease in notes receivable from Silver Star settlement	$	1,740	$	2,984
The accompanying notes are an integral part of these consolidated financial statements.

F-8

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization

Hartman vREIT XXI, Inc. (the “Company”) is a Maryland corporation formed on September 3, 2015. The Company elected to be treated as a real estate investment trust (“REIT”) beginning with its taxable year ended December 31, 2017. The Company’s fiscal year end is December 31.

In its initial public offering, the Company offered to the public up to $250,000,000 in any combination of shares of Class A and Class T common stock and up to $19,000,000 in shares of Class A and Class T common stock to stockholders pursuant to its distribution reinvestment plan.

The Company's follow-on offering ~~(Registration No. 333-232308)~~ was declared effective by the Securities and Exchange Commission on January 14, 2020. In its follow-on offering, the Company registered $180,000,000 in any combination of shares of Class A and Class T common stock to be offered to the public and $5,000,000 to be offered to ~~shareholders~~stockholders pursuant to the distribution reinvestment plan.

On May 12, 2020, the Company's board of directors authorized the classification and designation of Class I and Class S common stock. As of December 31, 2020, 900,000,000 shares of capital stock are classified as common stock, par value $0.01 per share. of which 270,000,000 ~~are~~shares classified and designated as Class A common stock (“Class A Shares”), 280,000,000 ~~are~~shares classified and designated as Class S common stock ("Class S Shares"), 280,000,000 ~~are~~shares classified and designated as Class I common stock ("Class I Shares"), and 70,000,000 ~~are~~shares classified and designated as Class T Common stock (“Class T Shares”).

Effective ~~May~~December 1231, ~~2021~~2022, the sale ~~price~~prices of our Class A, Class S, Class I and Class T common shares to the public iswere $119.3811, $108.6135, $107.2397 and $108.8963 per share, respectively, representing the net asset value per share as determined by the board of directors plus the applicable sales commissions and managing broker dealer fees. The last sale price of all classes of common shares to our ~~shareholders~~stockholders pursuant to the distribution reinvestment plan iswas $109.2383 per share.

The Company’s board of directors may, in its sole discretion and from time to time, change the price at which the Company offers shares to the public in the ~~primary~~follow-on offering or pursuant to its distribution reinvestment plan to reflect changes in estimated value per share and other factors that the board of directors deems relevant.

The Company’s advisor is Hartman XXI Advisors, LLC (the “Advisor”), a Texas limited liability company and wholly owned subsidiary of Hartman Advisors, LLC. Hartman Income REIT Management, Inc., an affiliate of the Advisor, is the Company’s sponsor and property manager (“Sponsor” and “Property Manager”). Effective ~~July~~January 114, ~~2020~~2023, the ~~Advisor~~initial ~~and~~public ~~the~~offering ~~Property Manager are wholly owned subsidiaries of Hartman Short Term Income Properties XX, Inc. Subject to certain restrictions~~ and ~~limitations,~~follow ~~the Advisor is responsible for managing the Company’s affairs~~ on aoffering ~~day-to-day~~was ~~basis and for identifying and making acquisitions and investments on behalf of the Company~~terminated.

~~Substantially~~As ~~all~~of December 31, 2022, the Company’s ~~business~~advisor is ~~conducted through~~ Hartman ~~vREIT~~ XXI ~~Operating Partnership~~Advisors, ~~L.P.,~~LLC ~~a Texas limited partnership~~ (the “OPAdvisor”)~~. The Company is the sole general partner of the OP. The initial limited partners of the OP are Hartman vREIT XXI Holdings LLC~~, a ~~wholly~~Texas ~~owned~~limited ~~subsidiary~~liability ofcompany ~~the Company (“XXI Holdings”),~~ and ~~Hartman vREIT XXI SLP LLC (“SLP LLC”), a~~ wholly owned subsidiary of Hartman Advisors, LLC. ~~SLP~~Hartman ~~LLC~~Income ~~has~~REIT ~~invested $1~~Management,~~000~~ ~~in the OP in exchange for a separate class of limited partnership interests (the “Special Limited Partnership Interests”)~~Inc. ~~As the Company accepts subscriptions for shares~~, itan ~~will~~affiliate ~~transfer substantially all the net proceeds~~ of the ~~Offering~~Advisor, tois the ~~OP as a capital contribution. The partnership agreement provides that the OP will be operated in a manner that will enable the~~ Company’s tosponsor ~~(1) satisfy the requirements for being classified as a REIT for tax purposes, (2) avoid any federal income or excise tax liability~~ and ~~(3)~~property ~~ensure~~manager ~~that the OP will not be classified as a~~ (“~~publicly traded partnership~~Sponsor” ~~for~~and ~~purposes of Section 7704 of the Internal Revenue Code of 1986, as amended (the~~ “~~Internal~~Property ~~Revenue Code~~Manager”),. ~~which~~The ~~classification~~Advisor ~~could~~and ~~result in~~ the OPProperty ~~being~~Manager ~~taxed~~are aswholly-owned asubsidiaries ~~corporation,~~of ~~rather~~Silver ~~than~~Star asProperties ~~a partnership~~REIT. In ~~addition~~Subject to ~~the~~certain ~~administrative~~restrictions and ~~operating~~limitations, ~~costs and expenses incurred by~~ the OPAdvisor inis ~~acquiring~~responsible ~~and~~for ~~operating~~managing ~~real properties,~~ the ~~OP will pay all the~~ Company’s ~~administrative~~affairs ~~costs~~on ~~and~~a ~~expenses~~day-to-day basis and ~~such~~for ~~expenses~~identifying ~~will~~and bemaking ~~treated~~acquisitions asand ~~expenses~~investments on behalf of the OPCompany.

AsOn ofFebruary ~~December 31~~14, ~~2021~~2023, the Company ~~had~~sent ~~accepted~~notice ~~investors'~~to ~~subscriptions~~Hartman ~~for,~~Income ~~and~~REIT ~~issued 9~~Management,~~004,949~~ ~~shares~~Inc., ~~net~~who ofwas ~~redemptions,~~then ofserving ~~its~~as ~~Class~~the A,Company’s ~~Class~~property Tmanager, ~~Class S,~~ and ~~Class~~Hartman IXXI ~~common~~Advisors, ~~stock in its initial public offering~~LLC, ~~including~~who ~~697,429~~was ~~shares~~then ~~issued~~serving as ~~stock~~the ~~distributions~~Company’s ~~and~~advisor, ~~pursuant~~terminating tothe ~~its~~respective ~~distribution~~property ~~reinvestment~~management ~~plan~~and ~~resulting~~advisory ~~in gross offering proceeds of $88,987,006~~agreements.

~~F-8~~On April 17, 2023, the Company terminated the advisory agreement with Hartman XXI Advisors, LLC and property management agreement with Hartman Income REIT Management, Inc. Both entities no longer provide management and advisory services to Hartman vREIT XXI, Inc. and its affiliates.

On April 17, 2023, the Company executed an advisory agreement of Hartman Advisors II, LLC and a property management agreement with REIT Property Management, LLC, a wholly owned subsidiary of Hartman Advisors II, LLC. Allen R. Hartman is the sole member of Hartman Advisors II, LLC.

F-9

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Substantially all the Company’s business is conducted through Hartman vREIT XXI Operating Partnership, L.P., a Texas limited partnership (the “OP”). The Company is the sole general partner of the OP. The initial limited partners of the OP are Hartman vREIT XXI Holdings LLC, a wholly owned subsidiary of the Company (“XXI Holdings”), and Hartman vREIT XXI SLP LLC (“SLP LLC”), a wholly owned subsidiary of Hartman Advisors, LLC. SLP LLC has invested $1,000 in the OP in exchange for a separate class of limited partnership interests (the “Special Limited Partnership Interests”). As the Company accepts subscriptions for shares, it will transfer substantially all the net proceeds of the offering to the OP as a capital contribution. The partnership agreement provides that the OP will be operated in a manner that will enable the Company to (1) satisfy the requirements for being classified as a REIT for tax purposes, (2) avoid any federal income or excise tax liability and (3) ensure that the OP will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), which classification could result in the OP being taxed as a corporation, rather than as a partnership. In addition to the administrative and operating costs and expenses incurred by the OP in acquiring and operating real properties, the OP will pay all the Company’s administrative costs and expenses and such expenses will be treated as expenses of the OP.

As of December 31, 2022, the Company had accepted investors' subscriptions for, and issued 9,268,080 shares, net of redemptions, of its Class A Shares, Class T Shares, Class S Shares, and Class I Shares in its initial public offering, including 19,708 Class S shares issued as stock distributions and pursuant to its distribution reinvestment plan resulting in gross offering proceeds of $91,699,487. Our follow-on offering and initial public offering expired on January 14, 2023.We do not expect to register additional securities for sale to the public in the foreseeable future.

F-10

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements as of December 31, ~~2021~~2022 and ~~2020~~2021 have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission, including Form 10-K, Regulation S-K, and Regulation S-KX. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the financial position and operating results for the respective periods.

The Company’s consolidated financial statements include the Company’s accounts and the accounts of its subsidiaries over which the Company has control. All intercompany balances and transactions are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

All highly liquid investments with original maturities of three months or less are considered to be cash equivalents. Cash and cash equivalents as of December 31, ~~2021~~2022 and ~~2020~~2021 consisted of demand deposits at commercial banks. As of December 31, 2021, the Company had a bank overdraft of $184,000. The overdraft is recorded as a liability in accounts payable and accrued expenses on the consolidated balance sheets.

Restricted Cash

Restricted cash on the accompanying consolidated balance sheets consists of amounts escrowed for future real estate taxes, insurance, capital expenditures and debt service, as required by certain mortgage debt agreements.

Financial Instruments

The accompanying consolidated balance sheets include the following financial instruments: cash and cash equivalents, restricted cash, notes receivable, accrued rent and accounts receivable, accounts payable and accrued expenses, notes payable, net and balance with related parties. The Company considers the carrying value, other than notes payable, net, to approximate the fair value of these financial instruments based on the short duration between origination of the instruments and their expected realization. Based on borrowing rates currently available to the Company for loans with similar terms, the carrying value of its notes payable approximates fair value.

Revenue Recognition

The Company’s leases are accounted for as operating leases. Certain leases provide for tenant occupancy during periods for which no rent is due and/or for increases or decreases in the minimum lease payments over the terms of the leases. Revenue is recognized on a straight-line basis over the terms of the individual leases. Revenue recognition under a lease begins when the tenant takes possession of or controls the physical use of the leased space. When the Company acquires a property, the term of existing leases is considered to commence as of the acquisition date for the purposes of this calculation. The Company’s accrued rents are included in accrued rent and accounts receivable, net, on the accompanying consolidated balance sheets. The Company will defer the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved. Additionally, cost recoveries from tenants are included in the Tenant Reimbursement and Other Revenues line item in the consolidated statements of operations in the period the related costs are incurred.

~~The Company’s revenue is primarily derived from leasing activities, which is specifically excluded from ASC 606~~ F- Revenue from Contracts with Customers ("ASC 606"). The Company’s other revenue is comprised of tenant reimbursements for real estate taxes, insurance, common area maintenance, and operating. Reimbursements from real estate taxes and certain other expenses are also excluded from of ASC 606.11

F-9

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s revenue is primarily derived from leasing activities which is accounted for under Accounting Standards Codification (“ASC”) 842 - Leases. The Company’s other revenue is also comprised of tenant reimbursements for real estate taxes, insurance, common area maintenance, and operating. Reimbursements from real estate taxes and certain other expenses are also accounted for under ASC 842. The Company elected to utilize the practical expedient provided by Accounting Standards Update ("ASU") 2018-11 related to the separation of lease and non-lease components. The predominant component of revenue is the lease component, and as a result, revenues related to leases are reported on one line in the presentation within the consolidated statements of operations.

Investment in Real Estate Joint Ventures and Partnerships

To determine the method of accounting for partially owned real estate joint ventures and partnerships, management begins with evaluating whether or not there are any variable interests. Management then determines whether an entity is a variable interest entity (“VIE”) and, if so, determines which party is the primary beneficiary by analyzing whether we have both the power to direct the entity’s significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherent in this analysis include the design of the entity structure, the nature of the entity’s operations, future cash flow projections, the entity’s financing and capital structure, and contractual relationships and terms. We consolidate a VIE when we have determined that we are the primary beneficiary.

Primary risks associated with our involvement with our VIEs include the potential funding of the entities’ debt obligations or making additional contributions to fund the entities’ operations or capital activities.

Partially owned, non-variable interest real estate joint ventures and partnerships over which we have a controlling financial interest are consolidated in our consolidated financial statements. In determining if we have a controlling financial interest, we consider factors such as ownership interest, authority to make decisions, kick-out rights and substantive participating rights. Partially owned real estate joint ventures and partnerships where we do not have a controlling financial interest, but have the ability to exercise significant influence, are accounted for using the equity method.

Management continually analyzes and assesses reconsideration events, including changes in the factors mentioned above, to determine if the consolidation or equity method treatment remains appropriate.

The Company's investments in Hartman SPE, LLC and ~~Hartman~~Silver XXStar are accounted for in accordance with accounting standards for equity securities. Management has determined that the Hartman SPE, LLC and ~~Hartman~~Silver XXStar investments do not have readily determinable fair values and are recorded at cost minus impairment. The Company's investment in the office building located at 3100 Weslayan Street, Houston, Texas is accounted for as an equity method investment.

~~The~~Distributions ~~Company~~received ~~evaluates~~from ~~its~~equity ~~investment~~method ininvestments ~~real~~are ~~estate~~classified ~~joint~~based ~~ventures~~on ~~and~~cumulative ~~partnerships~~earnings. ~~for~~Amounts ~~impairment~~up ~~each~~to ~~reporting~~the ~~period. The~~ Company’s ~~evaluates~~share ~~various factors, including operating results~~ of the investee,’s ~~ability~~earnings ~~and~~since ~~intent~~acquisition toreduce ~~hold~~ the investment’s ~~and~~carrying ~~views~~value. onDistributions ~~current~~exceeding ~~market~~cumulative ~~and~~earnings ~~economic~~are ~~conditions,~~treated ~~when~~as ~~determining~~a ifreturn ~~there~~of iscapital, areducing ~~decline in~~ the investment ~~value~~balance without income recognition. The Company ~~will~~evaluates ~~record~~investments anfor impairment ~~charge~~when ifevents ~~it's~~indicate ~~determined that~~ a ~~decline~~potential ~~in the estimated fair value of an investment below its carrying amount is~~ other -than -temporary. ~~The~~decline ~~ultimate realization is dependent on a number of factors, including the performance of each investment and market conditions. There is no certainty that impairments will not occur~~ in ~~the future if market conditions decline or if management’s plans for these investments change~~value.

The Company evaluates its investment in real estate joint ventures and partnerships for impairment each reporting period. The Company evaluates various factors, including operating results of the investee, ability and intent to hold the investment and views on current market and economic conditions, when determining if there is a decline in the investment value. The Company will record an impairment charge if it's determined that a decline in the estimated fair value of an investment below its carrying amount is other than temporary. The ultimate realization is dependent on a number of factors, including the performance of each investment and market conditions. There is no certainty that impairments will not occur in the future if market conditions decline or if management’s plans for these investments change. See Note 4.

Management recognized an impairment charge of $502,000 related to the Company’s investment in unconsolidated entities as of December 31, 2022

F-12

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Real Estate

Allocation of Purchase Price of Acquired Assets

Acquisitions of integrated assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. ~~The Company believes most of its future acquisitions of operating properties will qualify as asset acquisitions.~~ Third-party transaction costs, including acquisition fees paid to ~~Advisor~~our advisor, associated with asset acquisitions will be capitalized while internal acquisition costs will continue to be expensed as incurred.

Upon acquisition, the purchase price of properties is allocated to the tangible assets acquired, consisting of land, buildings and improvements, any assumed debt and asset retirement obligations, if any, based on their relative fair values. Acquisition costs, including acquisition fees paid to our advisor, are capitalized as part of the purchase price.

Land and building and improvement fair values are derived based upon the Company’s estimate of fair value after giving effect to estimated replacement cost less depreciation or estimates of the relative fair value of these assets using discounted cash flow analyses or similar methods.

The fair values of above-market and below-market in-place lease values, including below-market renewal options for which renewal has been determined to be reasonably assured, are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (a1) the contractual amounts to be paid pursuant to the in-place leases and (b2) an estimate of fair market lease rates for the corresponding in-place leases and below-market renewal options, which is generally obtained from independent appraisals, measured over a period equal to the remaining non-cancelable term of the lease. The above-market and below-market lease and renewal option values are capitalized as intangible lease assets or liabilities and amortized as an adjustment of rental revenues over the remaining expected terms of the respective leases.

F-10

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

market renewal options, which is generally obtained from independent appraisals, measured over a period equal to the remaining non-cancelable term of the lease. The above-market and below-market lease and renewal option values are capitalized as intangible lease assets or liabilities and amortized as an adjustment of rental income over the remaining expected terms of the respective leases.

The fair values of in-place leases include direct costs associated with obtaining a new tenant, opportunity costs associated with lost rentals which are avoided by acquiring an in-place lease, and tenant relationships. Direct costs associated with obtaining a new tenant include commissions, tenant improvements, and other direct costs and are estimated based on independent appraisals and management’s consideration of current market costs to execute a similar lease. These direct costs are included in intangible lease assets and are amortized to expense over the remaining terms of the respective leases. The value of opportunity costs is calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. Customer relationships are valued based on expected renewal of a lease or the likelihood of obtaining a particular tenant for other locations. These intangibles are included in real estate assets in the consolidated balance sheets and are being amortized to expense over the remaining term of the respective leases.

The Company determines the fair value of any assumed debt by calculating the net present value of the scheduled mortgage payments using interest rates for debt with similar terms and remaining maturities that the Company believes it could obtain at the date of acquisition. Any difference between the fair value and stated value of the assumed debt is recorded as a discount or premium and amortized over the remaining life of the loan as interest expense.

In allocating the purchase price of each of the Company’s acquired or purchased properties, the Company makes assumptions and uses various estimates, including, but not limited to, the estimated useful lives of the assets, the cost of replacing certain assets and discount rates used to determine present values. The Company uses Level 3 inputs to estimate fair value of the acquired properties. Many of these estimates are obtained from independent third-party appraisals; however, the Company is responsible for the source and use of these estimates. These estimates require judgment and are subject to being imprecise; accordingly, if different estimates and assumptions were derived, the valuation of the various categories of the Company’s properties or related intangibles could in turn result in a difference in the depreciation or amortization expense recorded in the Company’s consolidated financial statements. These variances could be material to the Company’s results of operations and financial condition.

Depreciation and amortization

Depreciation is computed using the straight-line method over the estimated useful lives of 5five years to 39 years for buildings and improvements. Tenant improvements are depreciated using the straight-line method over the lesser of the life of the improvement or the remaining term of the lease. In-place leases are amortized using the straight-line method over the weighted average years' remaining calculated on terms of all of the leases in-place when acquired.

~~Impairment~~F-13

The Company reviews its real estate and other assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the assets, including accrued rental income, may not be recoverable through operations. The Company determines whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the estimated residual value of the property, with the carrying cost of the property. If impairment is indicated, a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value. Management has determined that there has been no impairment in the carrying value of the Company’s real estate and other assets as of December 31, 2021.

Projections of expected future cash flows require management to estimate future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, discount rates, the number of months it takes to re-lease the property and the number of years the property is held for investment. The use of inaccurate assumptions in the future cash flow analysis would result in an incorrect assessment of the property’s future cash flow and fair value and could result in the overstatement of the carrying value of the Company’s real estate and related intangible assets and net income.

F-11

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Impairment

The Company reviews its real estate and related intangible assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the assets, including accrued rental income, may not be recoverable through operations. The Company determines whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the estimated residual value of the property, with the carrying cost of the property. If impairment is indicated, then a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value. As of December 31, 2022 and 2021, management has concluded that there were no indicators of impairment in the carrying value of the Company’s real estate, and related intangible assets.

Fair Value Measurement

Fair value measures are classified into a three-tiered fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:


Level 1:			Observable inputs such as quoted prices in active markets.
Level 2:			Directly or indirectly observable inputs, other than quoted prices in active markets.
Level 3:			Unobservable inputs in which there is little or no market data, which require a reporting entity to develop its own assumptions.
Assets and liabilities measured at fair value are based on one or more of the following valuation techniques:

Market Approach:			Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
Cost Approach:			Amount required to replace the service capacity of an asset (replacement cost).
Income Approach:			Techniques used to convert future amounts to a single amount based on market expectations (including present-value, option-pricing, and excess-earnings models).

The Company’s estimates of fair value were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. The Company ~~classifies~~used ~~assets~~non-recurring ~~and~~Level ~~liabilities~~3 fair value measurements to assess potential impairment of its investments in unconsolidated entities and conducted a comprehensive analysis to estimate the fair value ~~hierarchy~~of such investments as of December 31, 2022. This analysis was performed using appropriate valuation methodologies, observable market inputs where available, and unobservable inputs reflecting management’s assumptions and judgment. In evaluating potential impairment, the Company developed assumptions based on a variety of relevant qualitative and quantitative factors, including the ~~lowest~~financial ~~level~~condition and operating performance of ~~input~~the ~~that~~unconsolidated isentities. ~~significant~~Key toindicators assessed included changes in financial results, occupancy levels, net operating income, estimated equity value, and net asset value per share during the relevant periods. The Company also considered macroeconomic and market-specific factors, including conditions in the broader real estate industry and, more specifically, within the commercial office market in Texas, which may have adversely affected the valuation of certain investments.The assumptions used in the fair value ~~measurement~~assessments reflected management’s best estimates regarding future cash flows, capitalization rates, discount rates, and market comparable.

Accrued Rent and Accounts Receivable

Accrued rent and accounts receivable include base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. An allowance for the uncollectible portion of accrued rent and accounts receivable is determined based upon customer creditworthiness ~~(including expected recovery of our claim with respect to any tenants in bankruptcy)~~, historical bad debt levels, and current economic trends.

F-14

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Prepaid expenses and other assets

Prepaid expenses and other assets include prepaid insurance, subscription receivable and miscellaneous other assets and prepayments. As of December 31, ~~2021~~2022 and ~~2020~~2021, the Company had $~~303~~188,000 and $~~271~~303,000, respectively, in prepaid expense and other assets.

Acquisition Deposits

Acquisition deposits represent funds in escrow or advanced to a seller of a property which the Company plans to acquire. As of December 31, ~~2021~~2022 and ~~2020~~2021, the Company had acquisition deposits of $~~125,000~~0 and $125,000, respectively, which are included in the consolidated balance sheets.

Organization and Offering Costs

As of December 31, ~~2021~~2022, total organization and offering costs incurred for the offering amounted to $8,~~314~~496,000. The total organizational and offering costs incurred by the Company (including selling commissions, dealer manager fees and all other underwriting compensation) ~~will~~did not exceed 15% of the aggregate gross proceeds from the sale of the shares of common stock sold in the ~~Offering~~initial public offering.

Organization costs, when recorded by the Company, are expensed as incurred, and offering costs, which include selling commissions, dealer manager fees and all other underwriting compensation, are deferred and charged to stockholders’ equity as such amounts are reimbursed or paid by the Advisor, the dealer manager or their affiliates from gross offering proceeds.

For the years ended December 31, ~~2021~~2022 and ~~2020~~2021, such costs totaled $~~162~~181,000 and $~~593~~162,000, respectively.

F-12

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes

The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code, commencing in the taxable year ended December 31, 2017. If the Company qualifies for taxation as a REIT, then the Company generally will not be subject to federal corporate income tax to the extent it distributes its REIT taxable income to its stockholders, so long as it distributes at least 90 percent of its REIT taxable income (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. ~~Prior to qualifying to be taxed as a REIT, the Company is subject to normal federal and state corporation income taxes.~~

For the years ended December 31, ~~2021~~2022 and ~~2020~~2021, the Company had net loss of $21,~~206~~930,000 and $2,~~002~~206,000, respectively. The Company formed a taxable REIT subsidiary which may generate future taxable income which may be offset by ~~the~~a net loss carry forward. The Company considers that any deferred tax benefit and corresponding deferred tax asset which may be recorded in light of the net loss carry forward would be properly offset by an equal valuation allowance. Accordingly, no deferred tax benefit or deferred tax asset has been recorded in the consolidated financial statements.

The Company is required to recognize in its consolidated financial statements the financial effects of a tax position only if it is determined that it is more likely than not that the tax position will not be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Management has reviewed the Company’s tax positions and is of the opinion that material positions taken by the Company would more likely than not be sustained upon examination. Accordingly, the Company has not recognized a liability related to uncertain tax positions as of December 31, ~~2021~~2022 ~~and~~or ~~2020, respectively~~2021.

Loss Per Share

The computations of loss per common share are based upon the weighted average number of common shares outstanding and potentially dilutive securities. The Company’s potentially dilutive securities include special limited partnership interests - see Note 1311. As of December 31, ~~2021~~2022 and ~~2020~~2021, there were no common shares issuable in connection with these potentially dilutive securities. These potentially dilutive securities were excluded from the computations of diluted net loss per share for the years ended December 31, ~~2021~~2022 and ~~2020~~2021.

F-15

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentration of Risk

The Company maintains cash accounts in one U.S. financial institution. The terms of the Company's deposits are on demand to minimize risk. The balances of the Company's depository accounts may exceed the federally insured limits. No losses have been incurred in connection with these deposits.

The geographic concentration of the Company’s real estate assets makes it susceptible to adverse economic developments in the State of Texas. Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, relocations of businesses, increased competition or any other changes, could adversely affect the Company’s operating results and its ability to make distributions to stockholders.

Major tenants are defined as those tenants who individually comprise more than 10% of the Company’s total rental revenues. No tenant represents over 10% of the Company's total rental revenue in 2022. One tenant of the Spectrum Building represents 18% ~~and 19%~~ of total annualized rental revenue for the ~~years~~year ended December 31, 2021 ~~and 2020~~.

Going Concern Evaluation

Pursuant to ~~ASU~~ASC 205-40, “Presentation of Financial Statements – Going Concern,” management is required to evaluate ~~the~~whether ~~Company’s~~there ~~ability~~are toconditions ~~continue~~or asevents, aconsidered ~~going~~in ~~concern within one year after~~ the ~~date~~aggregate, that ~~these~~raise ~~consolidated~~substantial ~~financial~~doubt ~~statements~~about ~~are~~the ~~issued. The~~ Company's ~~has~~ability ato ~~$20 million~~continue ~~revolving~~as ~~credit loan with an extended maturity date of March 27, 2022. The Company has~~ a ~~second~~going ~~$20 million~~concern ~~revolving~~for ~~credit~~one ~~loan~~year ~~with~~after athe ~~maturity~~ date ofthat ~~March 9, 2023. In order to renew or extend these revolving credit loans,~~ the ~~Company~~consolidated ~~must~~financial ~~meet~~statements ~~the~~are ~~lender's~~issued ~~underwriting criteria at the time of such renewal~~ (or ~~extension~~when ~~request. The Company has a $2~~applicable,~~482,000~~ ~~term~~one ~~loan~~year ~~with~~after ~~an extended maturity date of March 14, 2022. In order to further extend~~ the ~~term loan maturity~~ date, ~~the~~that ~~Company must meet~~ the ~~second~~consolidated ~~extension~~financial ~~criteria~~statements ~~set~~are ~~forth~~available into ~~the~~be ~~term loan agreement~~issued).

FManagement has concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern within one year of the issuance date of these consolidated financial statements, due to uncertainty about the ability to meet certain loan covenant requirements of the Master Credit Facility with East West Bank. However, management believes that the Company will be able to effectively manage day-13to-day operations and meet these loan covenant requirements to remain in compliance, which is expected to mitigate the covenant issue within one year of the issuance date of these consolidated financial statements. See Note 14 (Subsequent Events) for additional information regarding loan extensions.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The updated guidance requires measurement and recognition of expected credit losses for financial assets, including trade and other receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This is different from the current guidance as this will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. Generally, the pronouncement requires a modified retrospective method of adoption. This guidance is effective for fiscal years and interim periods within those years beginning after January 2023, with early adoption permitted. The adoption of ASU 2016-13 will not have a material impact on the consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedients for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard is effective for all entities as of March 12, 2020 through December 31, 2022. An entity can elect to apply the amendments as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to that date that the financial statements are available to be issued. In October 2022, the FASB approved a two-year extension of the temporary accounting relief provided under ASU 2020-04 to December 31, 2024.

For the period from January 1, 2020 (the earliest date the Company may elect to apply ASU 2020-04) through December 31, 2022, the Company did not have any contract modifications impacting current reference rates. The Company's SASB Loan and derivative instrument use LIBOR as the current reference rate. The optional expedients for hedging relationships described in ASU 2020-04 are not expected to have an impact to the Company.

F-16

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Management~~In ~~has~~November ~~concluded~~2023, ~~that~~the ~~there~~FASB isissued ~~substantial~~ASU ~~doubt~~No. ~~about~~2023-07 ~~the~~– ~~Company's~~Segment ~~ability~~Reporting (Topic 280): Improvements to ~~continue~~Reportable asSegment aDisclosures. ~~going~~The ~~concern~~amended ~~within~~guidance ~~one~~requires ~~year~~the disclosure of ~~the~~incremental ~~issuance~~segment ~~date~~information, ofincluding ~~these~~significant ~~consolidated~~segment ~~financial~~expenses ~~statements~~that ~~due~~are regularly provided to the ~~fact~~chief operating decision maker (“CODM”) and a reconciliation of segment profit or loss to net income. The title and position of the ~~uncertainty~~CODM ~~regarding~~must also be disclosed, along with how the ~~loan~~CODM ~~maturities~~uses the reported measures to assess segment performance and to allocate resources. ~~Management~~Entities ~~believes~~with ~~that~~a single reportable segment (such as the Company) will be ~~able~~required to ~~extend~~provide the ~~maturity~~disclosures ~~date~~required orby ~~renew~~Topic ~~the~~280, ~~loans~~as amended. The standard became effective for ~~one~~the ~~year~~Company oron ~~longer~~January ~~which~~1, ~~will~~2024 ~~mitigate~~and the ~~maturity~~required ~~dates~~disclosures ~~issue~~for ~~within~~the ~~one~~Company will begin with its Annual Report on Form 10-K for the fiscal year ofending December 31, 2024. With the ~~issuance~~Company ~~date~~having ofonly ~~these~~one ~~consolidated~~segment, ~~financial~~the ~~statements.~~adoption, ~~See~~effective ~~Note~~January 151, ~~(Subsequent~~2024, ~~Events)~~did ~~for~~not ~~additional~~have ~~information~~a ~~regarding~~material ~~loan~~impact ~~extensions.~~on the Company’s consolidated financial statements.

~~Recent~~In ~~Accounting~~December ~~Pronouncements~~2023, ~~Not~~the ~~Yet~~FASB ~~Adopted~~issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance focuses on providing more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. Pursuant to this ASU, the footnotes to the Company's consolidated financial statements may include incremental disclosures related to income taxes. This standard is effective for annual periods beginning after December 15, 2024, therefore, compliance with this ASU will be required beginning with the Company's annual report on Form 10-K for the year ending December 31, 2025, with early adoption permitted. The Company expects to adopt this ASU for its annual report on Form 10-K for the year ending December 31, 2025, and is continuing to research the impact of this amended guidance, however, does not expect this standard to have a material impact on its consolidated financial statements.

In ~~June~~November ~~2016~~2024 and January 2025, the FASB issued ASU No. ~~2016~~2024-1303 and ASU No. 2025-01, ~~Financial~~Income ~~Instruments~~Statement—~~Credit~~Reporting ~~Losses~~Comprehensive Income—Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~326~~220-40): ~~Measurement~~Disaggregation of ~~Credit~~Income ~~Losses~~Statement onExpenses ~~Financial~~("Update ~~Instruments.~~2024-03"), ~~The~~which ~~updated guidance~~ requires ~~measurement~~companies ~~and~~to ~~recognition~~disclose ofadditional ~~expected~~information ~~credit losses~~ for ~~financial~~certain ~~assets,~~relevant ~~including~~expense ~~trade~~categories ~~and~~in ~~other receivables, held at~~ the ~~reporting~~Statements ~~date~~of ~~based~~Operations onand ~~historical~~within ~~experience,~~the ~~current~~notes ~~conditions,~~to ~~and~~the ~~reasonable~~financial ~~and supportable forecasts~~statements. ~~This~~Update 2024-03 is ~~different~~effective ~~from~~for ~~the~~annual ~~current~~periods ~~guidance~~beginning asafter ~~this~~December ~~will~~15, ~~require~~2026, ~~immediate~~and ~~recognition~~interim ofperiods ~~estimated~~beginning ~~credit~~after ~~losses~~December ~~expected~~15, to2027, ~~occur~~with ~~over~~early ~~the~~adoption ~~remaining~~permitted ~~life~~and ofcan ~~many~~be ~~financial~~applied ~~assets.~~either ~~Generally,~~prospectively ~~the~~to ~~pronouncement~~financial ~~requires~~statements aissued ~~modified~~for ~~retrospective~~reporting ~~method~~periods ofafter ~~adoption.~~the ~~This guidance is~~ effective ~~for~~date, ~~fiscal~~or ~~years~~retrospectively ~~and~~to ~~interim~~prior periods ~~within~~which ~~those~~are ~~years~~presented ~~beginning~~in ~~after~~the ~~January~~financial ~~2023, with early adoption permitted~~statements. ~~The~~We ~~Company~~are is currently ~~evaluating~~assessing the impact ~~this~~of ~~guidance~~the ~~will~~requirements ~~have~~ on ~~the~~our consolidated financial statements ~~when~~and ~~adopted~~disclosures.

In March 2020, issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedients for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard is effective for all entities as of March 12, 2020 through December 31, 2022. An entity can elect to apply the amendments as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to that date that the financial statements are available to be issued. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements when adopted.

Note 3 — Real Estate

The Company’s real estate assets, net as of December 31, 2022 and 2021 consisted of the following, in thousands:

The Company’s real estate assets, net as of December 31, 2021 and 2020 consisted of the following, in thousands:


	December 31,
	2022		2021
Land	$	16,816	$	16,816
Buildings and improvements	63,724		59,719
In-place lease value intangible	7,477		7,477
	88,017		84,012
Less accumulated depreciation and amortization	(20,682)		(16,369)
Total real estate assets, net	$	67,335	$	67,643

	December 31,
	2021		2020
Land	$	16,816	$	16,816
Buildings and improvements	59,719		56,381
In-place lease value intangible	7,477		7,477
	84,012		80,674
Less accumulated depreciation and amortization	(16,369)		(10,849)
Total real estate assets, net	$	67,643	$	69,825

Depreciation expense (excluding in place intangibles) for the years ended December 31, 2022 and 2021 was $3,566,000 and $3,825,000, respectively.

Depreciation expense for the years ended December 31, 2021 and 2020 was $3,825,000 and $3,650,000, respectively.

The Company identifies and records the value of acquired lease intangibles at the property acquisition date. Such intangibles include the value of acquired in-place leases and above and below-market leases. Acquired lease intangibles are amortized over the leases' remaining terms. With respect to all properties owned by the Company, the Company considers all of the in-place leases to be market rate leases.

~~The amount of total in~~F-~~place lease intangible asset and the respective accumulated amortization are as follows, in thousands:~~17

F-14

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The amount of total in-place lease intangible asset and the respective accumulated amortization are as follows, in thousands:

	December 31,
	2021		2020
	2022		2021
In-place lease value intangible	$	7,477	$	7,477
Less: In-place leases – accumulated amortization	(67,~~646~~393)		$(6,646)	~~(4,951)~~
Acquired lease intangible assets, net	$	~~831~~84	$	~~2,526~~831

The ~~estimated~~remainder ~~aggregate~~of ~~future~~the ~~amortization~~in-place ~~amounts~~leases ~~from~~will ~~acquired~~be ~~lease~~amortized ~~intangibles~~in ~~are~~2023. ~~as follows, thousands:~~

December 31,	In-place lease amortization
2022	$	(747)
2023	(84)
2024	—
2025	—
2026	—
Thereafter	—
Total	$	(831)

Amortization expense for the years ended the years ended December 31, 2022 and 2021 was $747,000 and $1,695,000 respectively.

~~Amortization~~There ~~expense~~were no acquisition fees recorded for the years ended December 31, 2022 and 2021, respectively. Acquisition fees are capitalized and ~~2020~~added ~~was~~to $1the real estate assets,~~695~~ at cost, in the accompanying consolidated balance sheets. Asset management fees incurred were $553,000 and $2553,~~508,~~000 for the years ended December 31, 2022 and 2021, respectively. Asset management fees are captioned as such in the accompanying consolidated statements of operations.

~~Acquisition~~The ~~fees~~Company ~~incurred~~owns ~~were~~an $083% ~~and~~tenant ~~$168,000~~in ~~for~~common ~~the~~(“TIC”) ~~years~~interest ~~ended~~ in ~~December~~an ~~31,~~office ~~2021~~building ~~and~~located ~~2020~~at 3100 Weslayan, ~~respectively~~Houston, Texas. ~~Acquisition~~The ~~fees~~property ~~are~~comprises ~~capitalized~~approximately 78,289 rentable square feet and ~~added~~is commonly referred to ~~the~~as ~~real~~Weslayan. ~~estate~~The ~~assets,~~remaining at17% ~~cost,~~TIC ininterest ~~the~~is ~~accompanying~~owned ~~consolidated~~by ~~balance~~Allen ~~sheets~~Hartman. ~~Asset~~The ~~management~~Company ~~fees~~is ~~incurred~~party ~~were~~to ~~$553,000~~a loan agreement where it is jointly and ~~$553,000~~severally liable with Mr. Hartman. The Weslayan property is collateral for the ~~years~~loan. ~~ended~~As of December 31, ~~2021~~2022, the loan had an outstanding principal balance of $3,831,000 and ~~2020~~a current interest rate of 4.66%. The maturity date of the loan is August 6, ~~respectively~~2024. ~~Asset~~Installments ~~management~~of ~~fees~~principal and interest are ~~captioned~~payable monthly. The Company exercises significant influence as ~~such~~a inresult of the ~~accompanying~~Weslayan TIC interest, but the Company does not have financial and operating control. Weslayan is accounted for as an equity method investment and presented on the consolidated ~~statements~~balance sheets within the "Investment in tenant in common interest, net" line item. The Company recognized equity in net loss of ~~operations~~tenant in common interest of $330,000 and $540,000 for December 31, 2022 and 2021 respectively, related to the Weslayan TIC interest.

On December 29, 2020, the Company completed its acquisition of tenant-in-common interests representing an ownership of approximately 83% of an office building located at 3100 Weslayan, Houston, Texas. The property comprises approximately 78,289 rentable square feet and is commonly referred to as Weslayan. The remaining 17% TIC ownership is owned by Allen Hartman. The tenant-in-common interests were acquired from unrelated third parties, for cash consideration of $3,758,000, and reflects the Company's share of the underlying net assets and liabilities of Weslayan. In connection with the Weslayan TIC purchase, the Company became party to a loan agreement where it is jointly and severally liable with the other TIC owner, Allen Hartman. The Weslayan property is collateral for the loan. As of December 31, 2021, the loan had an outstanding principal balance of $3,912,000 and a current interest rate of 4.66%. The maturity date of the loan is August 6, 2024. Installments of principal and interest are payable monthly. The Company incurred $168,000 of acquisition fees from our Advisor from the purchase. The Company exercises significant influence as a result of the Weslayan TIC ownership interest, but the company does not have financial and operating control. Weslayan is accounted for as an equity method investment and presented on the consolidated balance sheet within the "Investment in tenancy in common interest, net" line item. The Company incurred equity in earnings of equity method investment of $540,000 and $0 for December 31, 2021 and 2020 related to the Weslayan TIC interest.

Note 4 — Investment in unconsolidated entities

On April 14, 2020, the Company made a tender offer to ~~shareholders~~stockholders of Hartman Income REIT, Inc. ("HIREIT") to acquire up to 500,000 shares of HIREIT common stock at a price of $4.00 per share. On May 1, 2020, the Company extended the term of the tender offer until May 13, 2020 and modified the offer to purchase up 500,000 shares of HIREIT common stock at a price of $5.00 per share.

~~F-15~~The HIREIT common shares and HIROP OP units acquired were converted into 497,926 Silver Star common shares and 60,178 Hartman XX Operating Partnership OP units in connection with the merger of those entities.

The Company's investment in Hartman SPE, LLC and Silver Star do not have a readily determinable fair value and are recorded at cost minus impairment. The aggregate carrying amount for the investments is $11,232,000 and $11,734,000 as of the years ended December 31, 2022 and 2021, respectively. The Company did not receive any distributions from Hartman SPE, LLC for the years ended December 31, 2022 and 2021. The Company recognized dividend income of $189,000 and $519,000, respectively, from Silver Star for the years ended December 31, 2022 and 2021.

The Company identified an indicator of impairment, which required the Company to assess its investments at fair value. The assessment resulted in the recording of an impairment loss of $502,000 for the year ended December 31, 2022, and no impairment loss in the year ended December 31, 2021.

F-18

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The HIREIT common shares and HIROP OP units acquired were converted to 497,926 Hartman XX common shares and 60,178 Hartman XX Operating Partnership OP units in connection with the merger of those entities.

The Company's investment in Hartman SPE, LLC and Hartman XX do not have a readily determinable fair value and are recorded at cost minus impairment. The aggregate carrying amount for the investments is $11,734,000. The Company did not receive any distributions from Hartman SPE, LLC for the year ended December 31, 2021. The Company recognized dividend income of $519,000 and $605,000, respectively from Hartman Short Term Income Properties XX, Inc. for the year ended December 31, 2021 and 2020.

Note 5 — Accrued Rent and Accounts Receivable, net

Accrued rent and accounts receivable, net, consisted of the following, in thousands:

	December 31,
	2021		2020
	2022		2021
Tenant and other receivables	$	~~321~~405	$	~~203~~321
Accrued rent	1,~~154~~458		~~829~~1,154
Accrued interest receivable	~~663~~1,463		~~964~~663
Allowance for doubtful accounts	(~~183~~260)		(~~147~~183)
Accrued rent and accounts receivable, net	$	13,~~955~~066	$	1,~~849~~955

As of December 31, ~~2021~~2022 and ~~2020~~2021, the Company had an allowance for uncollectible accounts of $~~183~~260,000 and $~~147~~183,000, respectively, related to tenant receivables that the Company has specifically identified as potentially uncollectible based on assessment of each tenant’s creditworthiness. For the years ended December 31, ~~2021~~2022 and ~~2020~~2021, the Company recorded bad debt expense in the amount of $3677,000 and $7536,000, respectively. Bad debt expense and any related recoveries are included in property operating expenses in the accompanying consolidated statements of operations.

Note 6 — ~~Future~~Deferred ~~Minimum~~Leasing ~~Rents~~Commission Costs, net

~~The~~Costs ~~Company leases the majority of its properties under noncancellable operating leases~~ which ~~provide~~have ~~for~~been ~~minimum~~deferred ~~base~~consists ~~rentals. A summary~~ of ~~minimum~~the ~~future rentals to be received (exclusive of renewals~~following, ~~tenant reimbursements, and contingent rentals) under noncancellable operating leases~~ in ~~existence at December 31, 2021 is as follows, in~~ thousands:

~~December 31,~~	~~Minimum~~December ~~Future Rents~~31,
~~2022~~	$2022	~~10,158~~	2021
2023	9,099
Deferred leasing commissions	$	2,880	$	2,206
2024	5,869
Less: accumulated amortization	(931)		(407)
2025	3,825
Deferred leasing commission costs, net	$	1,949	$	1,799
2026	2,104
Thereafter	1,338
Total	$	32,393

Note 7 — ~~Notes~~Future ~~Payable,~~Minimum ~~net~~Rents

The ~~following~~Company ~~table~~leases ~~summarizes~~ the ~~Company's~~majority ~~outstanding~~of ~~notes~~its ~~payable~~properties under noncancellable operating leases which provide for minimum base rentals. A summary of minimum future rentals to be received (exclusive of renewals, ~~net~~tenant reimbursements, and contingent rentals) under noncancellable operating leases in existence at December 31, 2022 is as follows, in thousands:

F-16


December 31,	Minimum Future Rents
2023	$	10,899
2024	7,886
2025	5,733
2026	3,960
2027	2,435
Thereafter	424
Total	$	31,337

F-19

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

			December 31,
Property/Facility	Current Maturity	Rate (1)	2021		2020
Richardson Tech Center (2)	March 2022	L + 275 bps	$	2,466	$	2,520
Master Credit Facility Agreement -EWB (3)	March 2022	P - 50 bps	19,954		20,000
Master Credit Facility Agreement - EWB (4)	March 2023	P - 50 bps	15,325		12,925
			37,745		35,445
Less unamortized deferred loan costs			(90)		(232)
			$	37,655	$	35,213

Note 8 — Notes Payable, net

~~(1)~~The ~~One-month~~following ~~LIBOR~~table ~~("L");~~summarizes ~~Prime~~the ~~("P")~~Company's outstanding notes payable, net in thousands:

(2) Payable in monthly installments of interest only until the maturity date. The interest rate for the Richardson Tech Center note as of December 31, 2021 was 3.25%. On March 26, 2021 the Company entered into an amendment with the lender extending the maturity date to March 14, 2022. Principal and interest installments of $12,345 are payable monthly until the amended maturity date. See Note 15 ("Subsequent Events") for additional information.


			December 31,
Property/Facility	Current Maturity (5)	Rate (1)	2022		2021
Richardson Tech Center (2)	March 2023	P	$	2,411	$	2,466
Master Credit Facility Agreement -EWB (3)	March 2023	P - 10 bps	35,000		19,954
Master Credit Facility Agreement - EWB (4)	March 2023	P - 50 bps	15,625		15,325
			53,036		37,745
Less unamortized deferred loan costs			(69)		(90)
			$	52,967	$	37,655

(31) ~~The~~ ~~Company~~Prime ~~is a party to a $20 million master credit facility agreement~~ ("~~MCFA~~P") with East West Bank. The borrowing base of the MCFA may be adjusted from time to time subject to the lender’s underwriting with respect to real property collateral which secure the amount available to be borrowed. As of December 31, 2021 the MCFA is secured by the Spectrum Building, the 11211 Katy Freeway Building, the 1400 Broadfield Building, the 16420 Park Ten Building and the 7915 FM 1960 Building. The interest rate as of December 31, 2021 was 2.75%. The outstanding balance under the MCFA was $19,954,000 as of December 31, 2021 and the amount available to be borrowed was $46,000. See Note 15 ("Subsequent Events") for additional information.

(42) On ~~March~~Payable 10, 2020, the Company entered into a second $20 million master credit facility agreement ("MCFA II") with East West Bank. The Village Pointe and Accesso Portfolio properties are collateral security for the credit facility. The initial loan availability under the credit agreement is $13,925,000. The company entered into a joinder and amendment to the MCFA II facility dated March 29, 2021 which added an office property located in ~~Houston,~~monthly ~~Texas~~installments ~~and owned by Hartman Income REIT Property Holdings, LLC, an affiliate~~ of ~~the~~interest ~~Company~~only ~~and~~until ~~Hartman XX, to~~ the ~~collateral~~maturity ~~security for the credit facility~~date. The ~~Company~~interest isrates afor ~~guarantor under~~ the ~~MCFA~~Richardson IITech ~~credit~~Center ~~facility.~~note ~~The borrowing base of the facility increased from $13,925,000 to 15,550,000. The credit agreement matures on March 9, 2023. The interest rate~~ as of December 31, ~~2021~~2022 ~~was~~and 22021were 7.7550% and 3.25%, respectively.

(3) On March 2918, ~~2021~~2022, the ~~MCFA~~Company IIentered into an amended $35 million master credit facility ~~was~~agreement ~~modified~~("MCFA") towith ~~add~~East aWest ~~collateral~~Bank. ~~property~~The ~~owned~~borrowing bybase ~~Hartman~~of ~~Income~~the ~~REIT~~MCFA ~~Property~~may ~~Holdings,~~be ~~LLC~~adjusted ~~("HIRPH"),~~from atime ~~wholly~~to ~~owned~~time ~~subsidiary~~subject ofto ~~Hartman~~the XXlender’s ~~Operating~~underwriting ~~Partnership~~with respect to real, LPproperty collateral which secure the amount available to be borrowed. ~~HIRPH~~On ~~was~~March ~~added~~18, 2022, the Company entered into an amendment to the MCFA IIwhich ~~credit~~increased ~~facility~~the byface ~~means~~amount of athe ~~joinder~~MCFA ~~agreement.~~from ~~The~~$20 million ~~borrowing~~to ~~base~~$35 million and extended the term of the ~~credit~~MCFA ~~facility~~to ~~increased~~March $127,~~625~~ 2023. As of December 31,~~000~~ as2022 athe ~~result~~MCFA ofwas secured by the ~~credit~~Spectrum ~~facility~~Building, ~~modification~~the 11211 Katy Freeway Building, the 1400 Broadfield Building, the 16420 Park Ten Building and the 7915 FM 1960 Building. The interest rates as of December 31, 2022 and 2021 were 7.40% and 2.15%, respectively, the outstanding balance under the MCFA II was $1535,~~325~~000,000 as of December 31, ~~2021~~2022 and the amount available to be borrowed was $~~225,000~~0. Refer to Note 15 (Subsequent Events) for additional information regarding loan maturity.

~~Interest~~(4) On ~~expense~~March ~~for~~10, 2020, the ~~years~~Company ~~ended~~entered ~~December~~into ~~31,~~a ~~2021~~second ~~and~~$20 million ~~2020~~master ~~was~~credit $1facility agreement ("MCFA II") with East West Bank. The Village Pointe,~~226~~ One Park Ten,~~000~~ Two Park Ten, and Timberway properties are collateral security for the credit facility. The initial loan availability under the credit agreement is $113,~~005~~925,000,. ~~respectively~~The Company entered into a joinder and amendment to the MCFA II facility dated March 29, ~~including~~2021 ~~$180~~which added an office property located in Houston,~~000~~ Texas and ~~$169~~owned by Hartman Income REIT Property Holdings,~~000~~ LLC ("HIRPH"), a wholly-owned subsidiary of ~~deferred~~Hartman ~~loan~~XX ~~cost~~Operating ~~amortization~~Partnership, LP. ~~Unamortized~~, ~~deferred~~to ~~loan~~the ~~costs~~collateral ~~were~~security for the credit facility. The Company is a guarantor under the MCFA II credit facility. The borrowing base of the credit facility is $9015,630,000. ~~and~~The ~~$232~~credit agreement matured on March 9,~~000~~ 2023.The interest rates as of December 31, 2022 and 2021 were 7.00% and ~~2020~~2.75%, respectively. ~~Interest~~The ~~expense~~outstanding ofbalance ~~$88,000~~under ~~and~~the MCFA II was $8415,625,000 ~~was payable~~ as of December 31, ~~2021~~2022 and ~~2020,~~the ~~respectively,~~amount ~~and~~available to be borrowed is ~~included~~$0. inRefer ~~accounts~~to ~~payable~~Note ~~and~~15 ~~accrued~~(Subsequent ~~expenses~~Events) infor ~~the~~additional ~~accompanying~~information ~~consolidated~~regarding ~~balance~~loan ~~sheets~~maturity.

~~Note~~(5) On ~~8 —~~May ~~Related~~30, ~~Party~~2023, ~~Arrangements~~after one short-term extension, the Company completed a refinancing combining MCFA, MCFA II, and the $2,250,000 term loan into one Master Credit Facility of $53,000,000.

~~The~~On ~~Advisor~~August is23, ~~a wholly owned subsidiary of Hartman Advisors~~2024, ~~LLC. The~~the ~~Property~~Master ~~Manager~~Credit isFacility ~~Hartman Income REIT Management, Inc., which~~ was areduced ~~wholly~~due ~~owned~~to bythe ~~Hartman~~sale ~~Income~~of ~~REIT,~~Richardson ~~Inc.~~Tech ~~Effective~~Center ~~July~~to 1$42, ~~2020 Hartman Advisors~~861,000 ~~LLC~~with ~~and~~a ~~Hartman~~loan ~~Income~~maturity ~~REIT~~date ~~Management,~~of ~~Inc.~~July ~~are wholly owned by Hartman Short Term Income Properties XX~~15, ~~Inc~~2025.

~~The~~On ~~Advisor~~August ~~and~~13, ~~certain~~2025 ~~affiliates of~~ the ~~Advisor~~Master ~~will~~Credit ~~receive~~Facility ~~fees~~was ~~and~~extended ~~compensation~~from inits ~~connection~~original ~~with~~maturity ~~the~~date ~~Offering, and the acquisition, management and sale~~ of ~~the~~July ~~Company’s real estate investments. In addition~~15, in2025 ~~exchange~~to ~~for~~and ~~$1,000,~~through ~~the~~July ~~OP has issued the Advisor a separate~~15, ~~special limited partnership interest, in the form of Special Limited Partnership Interests~~2027. ~~See Note 13 (“Special Limited Partnership Interest”) below.~~

~~F-17~~In connection with the Weslayan Street TIC purchase, the Company became party to a loan agreement where it is jointly and severally liable with the other TIC owner, Allen Hartman. The 3100 Weslayan Street property is collateral for the loan. The loan had outstanding balances of $3,831,000 and $3,912,000 as of December 31, 2022 and 2021, respectively. The interest rate of 4.66% is for the both years

F-20

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Interest expense for the years ended December 31, 2022 and 2021 was $2,595,000 and $1,226,000, respectively, including $255,000 and $180,000, respectively of deferred loan cost amortization. Unamortized deferred loan costs were $69,000 and $90,000 as of December 31, 2022 and 2021, respectively. Interest expense of $333,000 and $88,000 was payable as of December 31, 2022 and 2021, respectively, and is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets.

Effective September 20, 2024, the Company and Allen Hartman refinanced the loan agreement secured by 3100 Weslayan Street, Houston, TX 77027. The payoff of the former loan is $3,733,000 and the replacement loan is $4,500,000. The maturity date is August 19, 2025.

On March 29, 2021, Hartman Income REIT Property Holdings, LLC ("HIRPH"), a wholly owned subsidiary of Hartman XX Limited Partnership, LP, was added, by means of a joinder agreement, to the MCFA where the Company. is the guarantor. The Silver Star’s Atrium II office property was added to the collateral security for the master credit facility agreement where the borrowing base of the facility increased by $1,625,000. The master credit facility was renewed on May 30, 2023 and at that time, Atrium II was removed as collateral to the master credit facility . Refer to Note 14 (Commitments and Contingencies) for additional information regarding the review of the ownership of HIRPH's membership interest resulting from the joinder agreement.

Note 9 — Related Party Arrangements

On December 31, 2022, the Company had an advisory agreement with Hartman XXI Advisors, LLC and a property management agreement with Hartman Income REIT Management, Inc.

In exchange for $1,000, the OP has issued the Hartman XXI Advisors, LLC a separate, special limited partnership interest, in the form of Special Limited Partnership Interests. See Note 12 (“Special Limited Partnership Interest”).

The Advisor receives reimbursement for organizational and offering expenses incurred on the Company’s behalf, but only to the extent that such reimbursements do not exceed actual expenses incurred by the Advisor and would not cause the cumulative selling commission, the dealer manager fee and other organization and offering expenses borne by the Company to exceed 15% of gross offering proceeds from the sale of shares in the offering.

The Advisor, or its affiliates, will receive an acquisition fee equal to 2.5% of the cost of each investment the Company acquires, which includes the amount actually paid or allocated to fund the purchase, development, construction or improvement of each investment, including acquisition expenses and any debt attributable to each investment. ~~Acquisition~~There ~~fees~~were ofno $0acquisition ~~and~~fees ~~$168,000, were~~ earned by the Advisor for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively.

The Advisor, or its affiliates, will receive a debt financing fee equal to 1.0% of the amount available under any loan or line of credit originated or assumed, directly or indirectly, in connection with the acquisition, development, construction, improvement of properties or other permitted investments, which will be in addition to the acquisition fee paid to the Advisor. No debt financing fees were earned by Advisor for the years ended December 31, ~~2021~~2022 ~~and~~or ~~2020~~2021.

The Company pays the Property Manager, an affiliate of the Advisor, property management fees equal to 3% of the effective gross revenues of the managed property. The Company pays and expects to pay the Property Manager leasing fees in an amount equal to the leasing fees charged by unaffiliated persons rendering comparable services in the same geographic location of the applicable property, provided that such fees will only be paid if a majority of the Company’s board of directors, including a majority of its independent directors, determines that such fees are fair and reasonable in relation to the services being performed. The Property Manager may subcontract the performance of its property management and leasing duties to third parties and the Property Manager will pay a portion of its property management fee to the third parties with whom it subcontracts for these services. The Company will reimburse the costs and expenses incurred by the Property Manager on the Company’s behalf, including the wages and salaries and other employee-related expenses of all employees of the Property Manager or its subcontractors who are engaged in the operation, management, maintenance or access control of our properties, including taxes, insurance and benefits relating to such employees, and travel and other out-of-pocket expenses that are directly related to the management of specific properties. Other charges, including fees and expenses of third-party professionals and consultants, will be reimbursed, subject to the limitations on fees and reimbursements contained in the Company's ~~Articles of Amendment and Restatement (as amended and restated, the "Charter")~~charter.

If the Property Manager provides construction management services related to the improvement or finishing of tenant space in the Company’s real estate properties, the Company pays the Property Manager a construction management fee in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the project; provided, however, that the Company will only pay a construction management fee if a majority of the Company’s board of directors, including a majority of its independent directors, determines that such construction management fee is fair and reasonable and on terms and conditions not less favorable than those available from unaffiliated third parties.F-21

The Company pays the Advisor a monthly asset management fee equal to one-twelfth of 0.75% of the higher of (i) the cost or (ii) the value of all real estate investments the Company acquires.

If Advisor or affiliate provides a substantial amount of services, as determined by the Company’s independent directors, in connection with the sale of one or more assets, the Company will pay the Advisor a disposition fee equal to (1) in the case of the sale of real property, the lesser of: (A) one-half of the aggregate brokerage commission paid (including the disposition fee) or, if none is paid, the amount that customarily would be paid, or (B) 3% of the sales price of each property sold, and (2) in the case of the sale of any asset other than real property, 3% of the sales price of such asset.

The Company will reimburse the Advisor for all expenses paid or incurred by the Advisor in connection with the services provided to the Company, subject to the limitation that, commencing four fiscal quarters after the Company’s acquisition of its first asset, the Company will not reimburse the Advisor for any amount by which its operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of: (1) 2% of the Company’s average invested assets (as defined in the Charter), or (2) 25% of the Company’s net income determined without reduction for any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Company’s assets for that period. Notwithstanding the above, the Company may reimburse the Advisor for expenses in excess of this limitation if a majority of the Company’s independent directors determines that such excess expenses are justified based on unusual and non-recurring factors.

F-18

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OnIf ~~November~~the 1,Property ~~2019,~~Manager provides construction management services related to the ~~Company~~improvement ~~issued~~or anfinishing ~~unsecured~~of ~~promissory~~tenant ~~note~~space toin ~~Hartman~~the ~~XX,~~Company’s anreal ~~affiliate~~estate ofproperties, then the ~~Advisor~~Company ~~and~~will pay the Property Manager, a construction management fee in an amount that is usual and customary for comparable services rendered to similar projects in the ~~face~~geographic ~~amount~~market of ~~$10~~the project; provided,~~000~~ however,~~000~~ ~~with~~that anthe ~~interest~~Company ~~rate~~will ofonly ~~10%~~pay ~~annually.~~a ~~The~~construction ~~outstanding~~management ~~balance~~fee if a majority of the ~~note~~Company’s isboard $6of directors,~~012,000~~ ~~and~~including ~~$2,789,000~~a asmajority of ~~December~~its 31independent directors, ~~2021~~determines that such construction management fee is fair and ~~2020,~~reasonable ~~respectively.~~and ~~The~~on ~~amended~~terms ~~maturity~~and ~~date~~conditions ofnot ~~the~~less ~~note~~favorable isthan ~~October~~those ~~31,~~available ~~2022~~from unaffiliated third parties.

~~Effective~~The ~~August 4, 2020, the~~ Company ~~transferred~~pays the ~~balance~~Advisor ~~due~~a ~~from~~monthly ~~Hartman~~asset ~~Short~~management ~~Term~~fee ~~Income~~equal ~~Properties~~to ~~XX,~~one-twelfth ~~Inc. in the amount~~ of ~~$8,200,000 together with additional advances in the amount of $2,412,000 for a total of $10,611,000, to a newly formed taxable REIT subsidiary, Hartman vREIT XXI TRS, Inc~~0.75% ~~The total amount is represented by two underlying notes from Hartman Retail III Holdings LLC and Hartman Ashford Bayou LLC. Each~~ of the ~~notes~~higher ~~receivable bear interest at an annual interest rate~~ of ~~10%.~~(1) ~~The outstanding balance of~~ the ~~Hartman~~cost ~~Retail III Holdings LLC note is $1,547,000~~ and ~~$6,782,000~~(2) ~~as of December 31, 2021 and 2020, respectively. The amended maturity date of~~ the ~~Hartman~~value ~~Retail III Holdings LLC note is June 30, 2023. The outstanding balance~~ of ~~the~~all ~~Hartman~~real ~~Ashford~~estate ~~Bayou~~investments ~~LLC note is $3,829,000 as of December 31, 2021 and 2020. The amended maturity date of~~ the ~~Hartman~~Company ~~Ashford Bayou LLC note is December 31, 2022~~acquires.

For the years ended December 31, 2022 and 2021, the Company incurred property management fees and reimbursable costs of $1,405,000 and $1,333,000, respectively, payable to the Property Manager and asset management fees of $553,000, respectively, and $553,000 payable to the Advisor. Property management fees and reimbursable costs paid to the Property Manager are included in property operating expenses in the accompanying consolidated statements of operations. Asset management fees paid to the Advisor are included in asset management fees in the accompanying consolidated statements of operations.

The Company pays construction management fees and leasing commissions to the Property Manager in connection with the construction management and leasing of the Company's properties. For the years December 31, 2022 and 2021, the Company incurred construction management fees of $198,000 and $140,000, respectively and $673,000 and $1,290,000, respectively, for leasing commissions. Construction management fees are capitalized and included in real estate in the consolidated balance sheets. Leasing commissions are capitalized and reported net of the amortized amount in the consolidated balance sheets.

If the Advisor or an affiliate provides a substantial amount of services, as determined by the Company’s independent directors, in connection with the sale of one or more assets, then the Company will pay the Advisor a disposition fee equal to: (1) in the case of the sale of real property, the lesser of (A) one-half of the aggregate brokerage commission paid (including the disposition fee) or, if none is paid, the amount that customarily would be paid and (B) 3% of the sales price of each property sold; and (2) in the case of the sale of any asset other than real property, 3% of the sales price of such asset.

The Company will reimburse the Advisor for all expenses paid or incurred by the Advisor in connection with the services provided to the Company, subject to the limitation that, commencing four fiscal quarters after the Company’s acquisition of its first asset, the Company will not reimburse the Advisor for any amount by which its operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of: (1) 2% of the Company’s average invested assets (as defined in the Company’s Charter), or (2) 25% of the Company’s net income determined without reduction for any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Company’s assets for that period. Notwithstanding the above, the Company may reimburse the Advisor for expenses in excess of this limitation if a majority of the Company’s independent directors determines that such excess expenses are justified based on unusual and non-recurring factors.

On November 1, 2019, the Company issued an unsecured promissory note to Silver Star Properties REIT, Inc. (“Silver Star”) in the face amount of $10,000,000 with an interest rate of 10% annually. The outstanding balance of the note is $10,000,000 and $6,012,000 as of December 31, 2022 and 2021, respectively. The amended maturity date of the note is October 31, 2022. In addition to the balance due under the note, the Company made advances to Silver Star of $7,168,000 which were outstanding as of December 31, 2022 and are not covered by the unsecured promissory note.

The aggregate note receivable and advance had an outstanding balance of $17,168,000 and $6,012,000 as of December 31, 2022 and December 31, 2021, respectively. Subsequent to December 31, 2022, the Company has received $1,832,000 in principal payments on these loans, with a current outstanding balance of $15,336,000.

F-22

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Effective August 4, 2020, the Company transferred the balance due from Silver Star in the amount of $8,200,000 together with additional advances in the amount of $2,411,000 for a total of $10,611,000, to a newly formed taxable REIT subsidiary, Hartman vREIT XXI TRS, Inc. The total amount is represented by two underlying notes from Hartman Retail III Holdings LLC and Hartman Ashford Bayou LLC. Each of the notes receivable bear interest at an annual interest rate of 10%. The outstanding balance of the Hartman Retail III Holdings LLC note is $1,547,000 and $1,547,000 as of December 31, 2022 and 2021, respectively. The amended maturity date of the Hartman Retail III Holdings LLC note is December 31, 2025. The outstanding balance of the Hartman Ashford Bayou LLC note was $3,828,000 as of both December 31, 2022 and December 31, 2021. The amended maturity date of the Hartman Ashford Bayou LLC note is December 31, 2025.

VIEs are defined as entities with a level of invested equity that is not sufficient to fund future operations on a stand-alone basis, or whose equity holders lack certain characteristics of a controlling financial interest. For identified VIEs, an assessment must be made to determine which party to the VIE, if any, has both the power to direct the activities of the VIE that most significantly impacts the performance of the VIE and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company is not deemed to be the primary beneficiary of Hartman Retail III Holdings LLC or Hartman Ashford Bayou LL, each of which qualifies as a VIE. Accordingly, the assets and liabilities and revenues and expenses of Retail III Holdings and Ashford Bayou have not been included in the accompanying consolidated financial statements.

For the ~~years~~year ended December 31, ~~2021~~2022 ~~and 2020~~, the Company ~~incurred~~agreed ~~property~~to ~~management~~a ~~fees~~settled ~~and~~amount ~~reimbursable~~owed ~~costs~~to ofSilver $1Star,~~333,000~~ ~~and~~the $1Advisor,~~323,000 payable~~ toand the Property Manager ~~and~~(collectively ~~asset~~the ~~management~~"Settlement ~~fees~~Parties") ofwith ~~$553,000~~amounts ~~and~~owed ~~$553,000~~by ~~payable~~the toSettlement Parties of the ~~Advisor~~Company. ~~Property~~The ~~management~~settlement ~~fees~~results ~~and~~in ~~reimbursable~~the ~~costs~~reduction ~~paid~~of to$795,000 ~~the~~of ~~Property~~interest ~~Manager~~receivable ~~are~~and ~~included~~reduction inof ~~property~~$1,740,000 ~~operating~~in ~~expenses~~principal inof the ~~accompanying~~unsecured ~~consolidated~~promissory ~~statements~~note ofreceivable ~~operations.~~from ~~Asset~~Silver ~~management~~Star ~~fees~~in ~~paid~~exchange tofor the ~~Advisor~~reduction ~~are~~of ~~included~~$2,535,000 in ~~asset~~unpaid ~~management~~ fees inowed to the ~~accompanying~~Settlement ~~consolidated~~Parties. ~~statements~~The ofsettlement ~~operations~~was effective December 31, 2022.

~~The~~As ~~Company pays construction management fees and leasing commissions to the Property Manager in connection with the construction management and leasing~~ of ~~the Company's properties. For the years~~ December 31, ~~2021~~2022 and ~~2020~~2021, the ~~company~~Company ~~incurred~~had ~~construction management fees of~~ $~~140~~138,000 and $~~264,000,~~0 respectively, ~~and~~due $1to Hartman XXI Advisors,~~290~~ LLC, $29,000 and $~~917,000,~~0 respectively, ~~for~~due ~~leasing~~from ~~commissions.~~Silver ~~Construction~~Star, ~~management~~$758,000 ~~fees are capitalized~~ and ~~included~~$0 inrespectively, ~~real~~due ~~estate~~to in the ~~consolidated~~Property ~~balance~~Manager ~~sheets.~~and ~~Leasing~~$1,787,000 ~~commissions are capitalized~~ and ~~reported~~$1,060,000 ~~net~~respectively, ofdue ~~the~~from ~~amortized~~other ~~amount~~Hartman ~~in the balance sheets~~affiliates.

OnCertain ~~March~~organizational ~~11,~~and ~~2022,~~loan ~~the~~documents ~~Company~~reference ~~agreed to a settlement with~~ Hartman ~~XX,~~vREIT ~~the~~XXI ~~Advisor,~~Operating ~~and~~Partnership ~~the~~LP ~~Property Manager~~ (~~collectively~~“Hartman ~~the~~XXI ~~"Settlement Parties"~~OP”), toa ~~settle~~wholly ~~amounts~~owned ~~owed~~subsidiary byof ~~the~~Hartman ~~Company~~vREIT toXXI, ~~the~~Inc., ~~Settlement~~as ~~Parties~~the ~~with~~sole ~~amounts~~member ~~owed~~of byHartman ~~the~~Income ~~Settlement~~REIT ~~Parties~~Property toHoldings, ~~the~~LLC ~~Company.~~("HIRPH"), which ~~The~~wholly ~~settlement~~owns ~~resulted in~~ the ~~reduction~~Atrium ofII ~~$1,151,000~~property. ofThere ~~interest~~is ~~receivable~~neither ~~and~~an ~~reduction~~executed ofagreement ~~$2,984,000~~to inconvey ~~principal of~~ the ~~unsecured~~Atrium ~~promissory~~II ~~note~~property ~~receivable~~nor ~~from~~a ~~Hartman~~completed XXassignment ~~in exchange for the reduction~~ of ~~$4,135,000~~HIRPH’s inmembership ~~unpaid~~interest ~~fees owed~~ to ~~the~~Hartman ~~Settlement~~XXI ~~Parties~~OP. ~~The settlement was effective December 31, 2021.~~

AsUnder ofthe ~~December~~joinder 31agreement, ~~2021~~HIRPH ~~and~~became ~~2020,~~a borrower under the ~~Company~~loan ~~had~~and $0is jointly and ~~$126,000~~severally ~~due~~liable towith the ~~Advisor,~~other ~~respectively~~loan ~~and~~parties $0for ~~and~~the ~~$581,000~~repayment ~~due~~of ~~from~~the loan. Hartman ~~Short~~XXI ~~Term~~is ~~Income~~also ~~Properties~~now ~~XX,~~jointly ~~Inc., respectively~~ and $0severally ~~and~~liable ~~$1,323,000 due~~ to repay the ~~Property~~additional ~~Manager and $~~1~~,060,000 and $448,000 due from other Hartman affiliates~~.625M.

~~Note~~on ~~9 — Loss~~May ~~Per~~30, ~~Share~~2023, Hartman vREIT XXI, Inc. completed the refinance of the master credit facility where HIRPH was a borrower via the joinder agreement. The Atrium II property is no longer included in the master credit facility and is unencumbered as of the closing of the refinance. HIRPH is no longer a borrower nor is it jointly and severally liable with the other loan parties for repayment of the loan.

~~Basic~~On ~~loss~~April ~~per~~17, ~~share~~2023, isthe ~~computed~~Company ~~using~~terminated ~~net~~the ~~loss~~advisory ~~attributable~~agreement towith ~~common~~Hartman ~~stockholders~~XXI Advisors, LLC and the ~~weighted~~property ~~average~~management ~~number~~agreement ofwith ~~common~~Hartman ~~shares~~Income ~~outstanding~~REIT Management, Inc. Both entities no longer provide management and advisory services to Hartman vREIT XXI, Inc. and its affiliates.

~~F-19~~On April 17, 2023, the Company executed an advisory agreement of Hartman Advisors II, LLC and a property management agreement with REIT Property Management, LLC, a wholly owned subsidiary of Hartman Advisors II, LLC. Allen R. Hartman is the sole member of Hartman Advisors II, LLC.

The Advisor is Hartman Advisors II, LLC, of which Allen Hartman is the sole member. The Property Manager is REIT Property Management, LLC, which is wholly owned by Hartman Advisors II, LLC.

The Advisor and certain affiliates of the Advisor will receive fees and compensation in connection with the Offering, and the acquisition, management and sale of the Company’s real estate investments.

F-23

HARTMAN vREIT XXI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Filing Compare · Hartman vREIT XXI, Inc.