(Amendment no. 1)

☒     Fee paid previously with preliminary materials.

You are cordially invited to attend the annual meeting of the stockholders of KBS Growth & Income REIT, Inc. (“we,” “us,” or the “Company”) to be held on May 9 , 2023 at 12:00 p.m. at the offices of KBS, 800 Newport Center Drive, 7th Floor Boardroom, Newport Beach, California 92660.

At the annual meeting, we will seek your approval of, among other proposals, the complete liquidation and dissolution of the Company. The board of directors and a committee composed of independent directors (the “Special Committee”) each carefully reviewed and considered the timing of the liquidation of the portfolio as described in the enclosed proxy statement, as well as management’s estimate of the range of liquidating distributions per share to be received by our stockholders in a planned liquidation pursuant to the Plan of Liquidation (defined below). The board of directors and the Special Committee each unanimously determined that a liquidation pursuant to the Plan of Liquidation, as more fully described in the enclosed proxy statement, is in the Company’s best interest and the best interest of our stockholders and that the terms of the Plan of Liquidation are fair to you, advisable and in your best interest and each unanimously approved the sale of all of our assets and our dissolution pursuant to the Plan of Liquidation, pending your approval.

To Be Held May 9 , 2023

On May 9 , 2023, KBS Growth & Income REIT, Inc. (“we,” “us,” or the “Company”) will hold the annual meeting of stockholders at the offices of KBS, 800 Newport Center Drive, 7th Floor Boardroom, Newport Beach, California 92660. The annual meeting will begin at 12:00 p.m. Pacific.

The board of directors has selected February 9, 2023 as the record date for determining stockholders entitled to vote at the annual meeting.

The proxy statement and proxy card are being mailed to you on or about [*] . Our 2021 annual report to stockholders, which is not a part of this proxy soliciting material, has been mailed to each of our stockholders of record as of the close of business on February 9, 2023 .

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 9, 2023: Our proxy statement, form of proxy card and 2021 annual report to stockholders are also available at www.proxyvote.com, and can be accessed by using the 16-digit control number and following the instructions located on the enclosed proxy card.

A:    We sent you this proxy statement and the enclosed proxy card because the board of directors is soliciting your proxy to vote your shares at the Company’s annual meeting of stockholders. You owned shares of record of our common stock at the close of business on February 9, 2023 , the record date for the annual meeting, and, therefore, are entitled to vote at the annual meeting. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and is designed to assist you in voting. You do not need to attend the annual meeting in person in order to vote.

A:    Anyone who is a stockholder of record at the close of business on February 9, 2023 , the record date for the annual meeting, or holds a valid proxy for the annual meeting, is entitled to vote at the annual meeting. In order to be admitted to the annual meeting, you must present proof of ownership of our stock on the record date. Such proof can consist of: a brokerage statement or letter from a broker indicating ownership on February 9, 2023 ; a proxy card; a voting instruction form; or a legal proxy provided by your broker or nominee. Any holder of a proxy from a stockholder must present the proxy card, properly executed, and a copy of the proof of ownership.

A:    The annual meeting will be held on May 9 , 2023, at 12:00 p.m. Pacific, at the offices of KBS, 800 Newport Center Drive, 7th Floor Boardroom, Newport Beach, California 92660.

A:    As of February 9, 2023 , there were [*] shares of our common stock issued and outstanding and entitled to be cast at the annual meeting.

If a quorum is not present at the annual meeting, the chairman of the meeting may adjourn the annual meeting to another date, time or place, not later than 120 days after the original record date of February 9, 2023 . Notice need not be given of the new date, time or place if announced at the annual meeting before an adjournment is taken.

A:    Any proposals by stockholders for inclusion in our proxy solicitation material for the next annual meeting of stockholders must be received by our Secretary, Mr. Waldvogel, at our executive offices no later than [*] , 2023. However, if we hold the next annual meeting before [*] , 2024 or after [*] , 2024, stockholders must submit proposals for inclusion in our proxy statement within a reasonable time before we begin to print our proxy materials. The mailing address of our executive offices is 800 Newport Center Drive, Suite 700, Newport Beach, California 92660. If a stockholder wishes to present a proposal at the next annual meeting of stockholders, whether or not the proposal is intended to be included in our proxy materials, Section 2.12 of our bylaws requires advance notice to our Secretary no earlier than [*] , 2023 and no later than [*] , 2023. However, if we hold our next annual meeting of stockholders before [*] , 2024 or after [*] , 2024, a stockholder nomination or proposal to be considered at the next annual meeting of stockholders must be received by us not earlier than the 150th day before the date of the next annual meeting and not later than the close of business on the later of the 120th day before the date of the next annual meeting or the 10th day following the day on which public disclosure of the date of the next annual meeting is first made. Our Secretary will provide a copy of bylaws upon written request and without charge. In addition to satisfying the foregoing advance notice requirements under our bylaws, to comply with the universal proxy rules, the notice given by any stockholder who intends to solicit proxies in support of director nominees other than the Company’s nominees must comply with any additional requirements of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In March 2022, at a regularly scheduled meeting of the board of directors, the Advisor updated the board of directors and the Special Committee regarding the significant uncertainty around the potential sale of one of the assets in the portfolio and recommended delaying the review and approval of a plan of liquidation until some certainty around the potential sale of the asset could be established. In the interim , the impact to the real estate and financial markets that resulted from the rising interest rate environment necessitated an update to the appraised value of the assets in the portfolio, which were as of September 30, 2021 , in order to best determine a range in liquidation proceeds for consideration by the board of directors and Special Committee in reviewing and approving a plan of liquidation. As a result of the continued uncertainty in the real estate and financial markets, as well as the upcoming loan maturities and the Company’s limited liquidity, the Advisor recommended that the board of directors and the Special Committee consider and approve a plan of liquidation in connection with the annual update to the Company’s estimated value per share in December 2022, which would be determined based on information as of September 30 , 2022.

On December 15, 2022, the Special Committee held a joint meeting with the board of directors. Also in attendance at the meeting were members of management as well as a representative from the Company’s outside legal counsel and Stanger, financial advisor to the Special Committee. At that meeting, the Advisor recommended to the board of directors and the Special Committee that it would be in our best interest and the best interest of our stockholders to engage in a planned liquidation pursuant to the Plan of Liquidation. Specifically, the Advisor noted the upcoming debt maturities for the Commonwealth Building mortgage loan and the Modified Term Loan, which constitute 96% of our outstanding debt. Due to the decrease in occupancies and a decrease in market values of the properties securing these two loans, as well as the current state of the debt markets , the Company does not expect to be able to refinance these loans at current terms and would likely be required to pay down a portion of the maturing debt in order to refinance the loans, though the Company has very limited cash on hand for such a paydown. In addition, the Advisor noted that the borrower under the Commonwealth Building mortgage loan failed to pay the full amount of the outstanding debt service on the loan on the due date. Due to decreased occupancy and reduced rent at the Commonwealth Building, operating income from the Commonwealth Building no longer covers debt service payments on the loan. In addition, the Commonwealth Building is currently valued at less than the outstanding debt. Given the depressed office rental rates in downtown Portland and the continued social unrest and increased crime in downtown Portland where the property is located, the Company does not anticipate any near-term recovery in value and with its limited cash on hand is unable to fully meet its ongoing debt service obligations.

On December 15, 2022, the board of directors and the Special Committee each concluded that a planned liquidation pursuant to the Plan of Liquidation was in the Company’s best interest and the best interest of our stockholders, and each unanimously determined that the terms of the Plan of Liquidation are fair to you, advisable and in your best interest. The board of directors and the Special Committee then decided to seek your approval of the Plan of Liquidation.

On December 20, 2022, we filed a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) announcing the approval by the board of directors and the Special Committee of a Plan of Liquidation and seeking stockholder approval of the Plan of Liquidation. This preliminary proxy statement disclosed an estimated range in liquidating distributions to be received by our stockholders pursuant to the Plan of Liquidation that was derived from our estimated net asset value (“NAV”) per share as determined by our board of directors on December 15, 2022. The estimated NAV per share was determined using appraised values as of September 30, 2022, for three of the four properties in our portfolio provided by Kroll, LLC (“Kroll”), an independent third-party real estate valuation firm. Prior to filing the definitive proxy statement with the SEC, in January 2023, the Advisor received a broker opinion of value in connection with discussions regarding leasing and the potential listing of properties for sale that indicated that based on the most recent market information available the estimated net proceeds from liquidation for the two Chicago properties in the portfolio may be materially less than that used in calculating the estimated range of liquidating distributions in the preliminary proxy statement. Based on this new information, management and the Advisor reviewed the estimated range in liquidating proceeds to be received by our stockholders pursuant to the Plan of Liquidation and determined it was necessary to update this information prior to seeking stockholder approval of the Plan of Liquidation. In connection with this review, management also reviewed the value of the Offices at Greenhouse property in Houston, Texas, the third property in the portfolio for which appraisals were utilized in determining the estimated value per share, and determined no adjustment to its value was necessary based on its review of current market information for the property and updated discussions with an unaffiliated broker in the marketplace.

On February 2, 2023, the Special Committee held a joint meeting with the board of directors to review an updated range in liquidating distributions prepared by the Advisor. Also in attendance at the meeting were members of management as well as a representative from the Company’s outside legal counsel and Stanger, financial advisor to the Special Committee. At that meeting, the Advisor reviewed with the board of directors and the Special Committee the most recent market information available regarding the value of the assets in the portfolio and the adjustments made to the estimated range in liquidating distributions subsequent to the December 15, 2022 joint meeting of the Special Committee and board of directors. The Advisor noted that the adjustments to the range in liquidating distributions related to a decrease in the liquidation value of the two Chicago properties in the portfolio, offset by the Advisor’s waiver of $3.0 million of asset management fees previously accrued. This waiver of asset management fees was in addition to the Advisor’s previous waiver of (i) $1.3 million of funds advanced to the Company, (ii) disposition fees that would have been payable in the amount of 1.5% of gross sale price upon a determination by the conflicts committee that the Advisor provided a substantial amount of the services in the effort to sell the property, and (iii) future asset management fees from October 1, 2022 through liquidation. See “Proposal 1. The Plan of Liquidation Proposal – Calculation of the Range of Estimated Net Proceeds from Liquidation” for additional information regarding the adjustments made to the estimated NAV for purposes of establishing an estimated range in liquidating distributions. Following this update to the Plan of Liquidation, the Advisor confirmed its recommendation to the board of directors and the Special Committee that it would be in our best interest and the best interest of our stockholders to engage in a planned liquidation pursuant to the Plan of Liquidation.

Following the Advisor’s presentation regarding the Plan of Liquidation, our board of directors and the Special Committee again carefully reviewed and considered the terms and conditions of the Plan of Liquidation and the transactions contemplated by that plan. Further, the Special Committee reviewed with Stanger its updated opinion regarding the reasonableness, from a financial point of view, of management’s estimated range of liquidating distributions.

On February 2, 2023 , the board of directors and the Special Committee each affirmed their prior determination and concluded that a planned liquidation pursuant to the Plan of Liquidation was in the Company’s best interest and the best interest of our stockholders, and each unanimously determined that the terms of the Plan of Liquidation are fair to you, advisable and in your best interest. For a discussion of the reasons for the Plan of Liquidation, see “Proposal 1. The Plan of Liquidation Proposal – Reasons for the Plan of Liquidation Proposal; Recommendation of the Board of Directors and the Special Committee.” The board of directors and the Special Committee then determined to move forward with seeking stockholder approval of the Plan of Liquidation with the updates to the estimated range in liquidating distributions presented to the board of directors and the Special Committee and reflected in this proxy statement. Based on the most recent information available to us, we currently estimate that if the Plan of Liquidation Proposal is approved by our stockholders and we are able to successfully implement the plan, our net proceeds from liquidation and, therefore, the amount of cash that you would receive for each share of our common stock that you then hold, could range between approximately $0.43 and $1.00 per share.

Our range of estimated net proceeds from liquidation is based upon market, economic, financial and other circumstances and conditions existing as of the date of this proxy statement. The ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office buildings, is one of the most significant risks and uncertainties we face with respect to the Plan of Liquidation and the ultimate amount of liquidating distributions received by stockholders. The combination of the continued economic slowdown, rapidly rising interest rates and significant inflation (or the perception that any of these events may continue) as well as a lack of lending activity in the debt markets have contributed to considerable weakness in the commercial real estate markets. Further, potential changes in customer behavior, such as the continued acceptance, desirability and perceived economic benefits of work-from-home arrangements, resulting from the COVID-19 pandemic, could materially and negatively impact the future demand for office space, adversely impacting the value of our real estate and the liquidation proceeds available for distribution to our stockholders. Moreover, valuations for U.S. office properties continue to fluctuate due to weakness in the current real estate capital markets as a result of the factors above and the lack of transaction volume for U.S. office properties, increasing the uncertainty of valuations in the current market environment. In addition , our portfolio is highly leveraged and small changes to the value of our real estate assets have a large impact on our equity and related liquidating distributions to our stockholders. All of these factors could adversely impact the amount of liquidating distributions we pay to our stockholders.

If we continue to operate under our current business plan, we would experience a decrease in cash flow due to the fixed costs associated with running a public REIT, decreased occupancy levels at our properties due to tenant lease terminations or non-renewals, maturing debt in the near term, asset dispositions, whether through asset sales or foreclosure as with respect to the Commonwealth Building, and the costs of maintaining our properties. On February 1, 2023, following a default in December 2022 related to a missed debt service payment, the borrower under the Commonwealth Building mortgage loan failed to pay the outstanding amount due on the loan at the maturity date and will be in maturity default on the loan as of February 11, 2023. Due to decreased occupancy and reduced rent at the Commonwealth Building, operating

income from the Commonwealth Building no longer covered debt service payments on the loan. In addition, the Commonwealth Building is currently valued at less than the outstanding debt. Given the depressed office rental rates in downtown Portland and the continued social unrest and increased crime in downtown Portland where the property is located, the Company does not anticipate any near-term recovery in value and with its limited cash on hand is unable to meet its debt service obligations or pay the full amount outstanding on the loan through refinancing the debt. The borrower under the Commonwealth Building mortgage loan may relinquish ownership of the property to the lender in a foreclosure transaction or other alternative to foreclosure in satisfaction of the mortgage. In addition, the Modified Term Loan with an outstanding balance of $52.3 million is maturing in November 2023. Due to the decrease in occupancy and a decrease in market value of the properties securing this loan, the Company does not expect to be able to refinance the loan at current terms and would likely be required to pay down a portion of the maturing debt in order to refinance the loan. With the Company’s limited amount of cash on hand, the Company’s ability to make a loan paydown, without the sale of real estate assets, is severely limited. Additionally, in order to attract or retain tenants needed to increase occupancy and sustain operations, the Company will need to spend a substantial amount on capital leasing costs, however, the Company has limited amounts of liquidity to make these capital commitments. These conditions raise substantial doubt about the Company’s ability to continue to operate under the current business plan.

Q.    What factors, in addition to general adverse market conditions affecting commercial real estate, including those caused by the COVID-19 pandemic, have most significantly impacted the net asset value of the Company and resulting range in net proceeds from liquidation?

In order to dissolve, we will file articles of dissolution (“Articles of Dissolution”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”), our jurisdiction of incorporation, to dissolve the Company as a legal entity following the satisfaction of or provision for all our outstanding liabilities. The board of directors, in its sole discretion, will determine the timing for this filing. We may pay multiple, or a single, liquidating distribution(s) to our stockholders during the liquidation process. We will pay the final liquidating distribution after we sell all of our assets, pay or provide for all of our known liabilities and provide for unknown liabilities. We expect to complete these activities within 24 months after stockholder approval of the Plan of Liquidation. However, the completion of these activities may be delayed due to the ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office buildings, including the continued economic slowdown, rapidly rising interest rates and significant inflation (or the perception that any of these events may continue), a lack of lending activity in the debt markets which may impact the ability of buyers for our properties to obtain favorable financing, potential changes in customer behavior with respect to work-from-home arrangements resulting from the COVID-19 pandemic that could materially and adversely affect the demand for office space, and any continuing unrest in the markets where our properties are located. A final liquidating distribution to our stockholders may not be paid until all of our liabilities have been satisfied. Upon our liquidation and dissolution, the Company will cease to exist.

•We expect to distribute all of the net proceeds from liquidation to you within 24 months after the date the Plan of Liquidation is approved by our stockholders. However, the sale of assets and distribution of the net proceeds may be delayed due to the rising interest rate environment that is impacting the ability of buyers to obtain favorable financing, along with the elevated market and economic volatility and persistent concerns over inflation and the continuing impact of the COVID-19 pandemic on U.S. business and economic conditions. If we cannot sell our assets and pay our debts within 24 months, or if the board of directors and the Special Committee determine that it is otherwise advisable to do so, we may transfer and assign our remaining assets to a liquidating trust. Upon such transfer and assignment, our stockholders will receive beneficial interests in the liquidating trust. The liquidating trust will pay or provide for all of our liabilities and distribute any remaining net proceeds from liquidation to the holders of beneficial interests in the liquidating trust. The amounts that you would receive from the liquidating trust are included in our estimates described above of the total amount of cash that you will receive in the liquidation.

A:    Yes. Stanger provided an opinion, dated February 2, 2023 , to the Special Committee, as to the reasonableness, from a financial point of view, of management’s estimated range of liquidating distributions per share to be received by our stockholders in a planned liquidation pursuant to the Plan of Liquidation. The full text of Stanger’s written opinion is attached as Annex C to this proxy statement and is incorporated by reference into this proxy statement. The written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken by Stanger in rendering its opinion. Stanger provided its opinion for the information and assistance of the Special Committee in connection with its consideration of the Plan of Liquidation. You are encouraged to read the Stanger opinion in its entirety. The Stanger opinion constitutes neither a recommendation to you as to how you should vote on the proposals set forth in this proxy statement nor a guarantee as to the actual amount of consideration that will be received by you under the Plan of Liquidation.

A.    The amount of cash that may ultimately be received by our stockholders is not yet known. However, we currently estimate that if the Plan of Liquidation Proposal is approved by our stockholders and we are able to successfully implement the plan, our net proceeds from liquidation and, therefore, the amount of cash that you would receive for each share of our common stock that you then hold, could range between approximately $0.43 and $1.00 per share.

Our range of estimated net proceeds from liquidation is based upon market, economic, financial and other circumstances and conditions existing as of the date of this proxy statement. The ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office buildings, is one of the most significant risks and uncertainties we face with respect to the Plan of Liquidation and the ultimate amount of liquidating distributions received by stockholders. The combination of the continued economic slowdown, rapidly rising interest rates and significant inflation (or the perception that any of these events may continue) as well as a lack of lending activity in the debt markets have contributed to considerable weakness in the commercial real estate markets. Further, potential changes in customer behavior, such as the continued acceptance, desirability and perceived economic benefits of work-from-home arrangements, resulting from the COVID-19 pandemic, could materially and negatively impact the future demand for office space, adversely impacting the value of our real estate and the liquidation proceeds available for distribution to our stockholders. Moreover, valuations for U.S. office properties continue to fluctuate due to weakness in the current real estate capital markets as a result of the factors above and the lack of transaction volume for U.S. office properties, increasing the uncertainty of valuations in the current market environment. In addition, our portfolio is highly leveraged and small changes to the value of our real estate assets have a large impact on our equity and related liquidating distributions to our stockholders.

There are many factors in addition to changes to our real estate values from our estimates that may affect the amount of liquidating distributions available for distribution to our stockholders, including, among other factors: (i) changes in market demand that affect the timing of the disposition of office properties during the liquidation process, (ii) the amount of taxes, transaction fees and expenses relating to the Plan of Liquidation, and (iii) amounts needed to pay or provide for our liabilities and expenses, including unanticipated or contingent liabilities that could arise. No assurance can be given as to the amount of liquidating distributions you will ultimately receive. If we have underestimated our existing obligations and liabilities or if unanticipated or contingent liabilities arise, the amount ultimately distributed to our stockholders could be less than that set forth above. All of these factors could adversely impact the amount of liquidating distributions we pay to our stockholders. See “Risk Factors” and “Proposal 1: The Plan of Liquidation Proposal – Background of the Plan of Liquidation.”

A.    If the Plan of Liquidation is approved by our stockholders, we may pay multiple, or a single , liquidating distribution payment(s) to our stockholders during the liquidation process . The final liquidating distribution will be paid after we sell all of our properties, pay all of our known liabilities and provide for unknown liabilities. We expect to complete these activities within 24 months after stockholder approval of the Plan of Liquidation. However, the completion of these activities may be delayed due to the continuing impact of the ongoing challenges affecting the U.S. commercial real estate industry, including the continued economic slowdown, rapidly rising interest rates and significant inflation (or the perception that any of these events may continue), a lack of lending activity in the debt markets which may impact the ability of buyers for our properties to obtain favorable financing, potential changes in customer behavior with respect to work-from-home arrangements resulting from the COVID-19 pandemic that could materially and adversely affect the demand for office space, and any continuing unrest in the markets where our properties are located. If we have not sold all of our properties and paid all of our liabilities within 24 months after stockholder approval of the Plan of Liquidation, or if the board of directors and the Special Committee otherwise determine that it is advantageous to do so, we may transfer our remaining assets and liabilities to a liquidating trust. We would then distribute beneficial interests in the liquidating trust to our stockholders. If we establish a reserve fund, we may pay a final distribution from any funds remaining in the reserve fund after we determine that all of our liabilities have been paid.

•The Advisor earns asset management fees from us and receives reimbursement of certain of its operating costs. The Advisor has agreed to waive payment of its asset management fee as of October 1, 2022 through our liquidation. The Advisor will receive reimbursements for expenses until our liquidation and dissolution are complete. As of September 30, 2022, we had accrued and deferred payment of $8.9 million of asset management fees related to the period from October 2017 through September 2022. In January 2023, the Advisor agreed to waive $3.0 million of accrued asset management fees. As a result, $5.9 million of fees will be repaid to the Advisor with the liquidation proceeds prior to any distributions to stockholders.

•The Advisor owns a total of 20,404 shares of our Class A common stock, for which we estimate it will receive liquidating distributions of between approximately $8,774 and $20,404 in connection with our liquidation.

•Not including the 20,404 shares owned by the Advisor referenced above, one of our directors owns an aggregate of 39,392 shares of our Class A common stock, for which we estimate he will receive aggregate liquidating distributions of between approximately $16,939 and $39,392 in connection with our liquidation.

We currently estimate that, if the Plan of Liquidation Proposal is approved by our stockholders and we are able to implement the plan successfully, our net proceeds from liquidation and, therefore, the amount of cash that you would receive for each share of our common stock that you then hold, would range between approximately $0.43 and $1.00 per share. We anticipate paying our liquidating distributions from the net proceeds from liquidation within 24 months after stockholder approval of the Plan of Liquidation. However, our expectations about the amount of liquidating distributions that we will pay and when we will pay them are based on certain estimates and assumptions, one or more of which may prove to be incorrect. As a result, the actual amount of liquidating distributions we pay to you may be more or less than we estimate in this proxy statement and the liquidating distributions may be paid later than we predict. In addition to the risks that we generally face in our business, factors that could cause actual liquidating distribution payments to be lower or paid later than we expect include, among others, the risks set forth below.

In calculating the range of estimated net proceeds from liquidation, we assumed that we will be able to find buyers for all of our properties at amounts based on our estimated range of market values for each property. However, we may have overestimated the sales prices that we will ultimately be able to obtain for these assets. For example, in order to find buyers in a timely manner, we may be required to lower our asking price below the low end of our current estimate of the property’s market value. Further, due to the substantial amount of leverage in the Company as a result of decreased real estate values, the ultimate net proceeds from liquidation paid to stockholders may be significantly impacted by small changes in real estate value. If we are not able to find buyers for these assets in a timely manner or if we have overestimated the sales prices we will receive, our liquidating distributions paid to you would be delayed or reduced. Furthermore, the range of estimated net proceeds from liquidation is based upon our estimates and assumptions as of February 2, 2023 , but real estate market values are constantly changing and fluctuate with changes in interest rates, supply and demand dynamics, occupancy rates, rental rates, the availability of suitable buyers and financing, the perceived quality and dependability of cash flows from properties and a number of other factors, both local and national. In particular, in the third quarter of 2022, global markets continued to experience significant volatility, driven by concerns over persistent inflation, rising interest rates, slowing economic growth and geopolitical uncertainty. These events as well as COVID-19 and other possible pandemics and outbreaks, political or economic instability, social unrest or other disruptions or events outside of our control may adversely affect our ability to locate buyers for our remaining properties, may delay the completion of the sales of such properties or adversely affect the price at which

Elevated market and economic volatility due to adverse economic and geopolitical conditions (such as the war in Ukraine), health crisis (such as the continuing impact of the COVID-19 pandemic), concerns over persistent inflation, rising interest rates and slowing economic growth, could have material and adverse effects on our ability to complete the Plan of Liquidation within our expected timeframe or upon the terms we expect, which could reduce or delay our liquidating distributions.

Our ability to successfully implement the Plan of Liquidation and pay liquidating distributions to our stockholders may be adversely affected by market and economic volatility experienced by the U.S. and global economies, the U.S. office market as a whole and/or the local economies in the markets in which our properties are located. Such adverse economic and geopolitical conditions may be due to, among other issues, increased labor market challenges impacting the recruitment and retention of employees, rising inflation and interest rates, volatility in the public equity and debt markets, and international economic and other conditions, including pandemics (such as the continuing impact of the COVID-19 pandemic), geopolitical instability (such as the war in Ukraine), sanctions and other conditions beyond our control. These current conditions, or similar conditions existing in the future, may adversely affect our financial condition and ability to complete the Plan of Liquidation within our expected timeframe or upon the terms we expect as a result of one or more of the following, among other potential consequences:

• revenues from our properties could decrease due to fewer tenants and/or lower rental rates, making it more difficult for us to meet our debt service obligations on debt financing or reducing liquidating distributions available for our stockholders.

• the financial condition of our tenants may be adversely affected, which may result in tenant defaults under leases due to bankruptcy, lack of liquidity, lack of funding, operational failures or for other reasons;

• potential changes in customer behavior, such as the continued social acceptance, desirability and perceived economic benefits of work-from-home arrangements, resulting from the COVID-19 pandemic, which could materially and negatively impact the future demand for office space, resulting in slower overall leasing and an adverse impact to our operations and the valuation of our investments;

• significant job losses may occur, which may decrease demand for our office space, causing market rental rates and property values to be negatively impacted;

• our ability to borrow on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to refinance existing debt and increase our future interest expense;

• the ability of potential purchasers of our assets to access the debt markets on favorable terms and conditions may be limited due to the current rising interest rate environment;

• reduced values of our properties and revenues from our properties may (i) limit our ability to dispose of assets at attractive prices, (ii) limit our ability to obtain debt financing secured by our properties, and (iii) reduce the availability of unsecured loans;

• the value and liquidity of our short-term investments and cash deposits could be reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, a dislocation of the markets for our short-term investments, increased volatility in market rates for such investments or other factors; and

• to the extent we enter into derivative financial instruments, one or more counterparties to our derivative financial instruments could default on their obligations to us, or could fail, increasing the risk that we may not realize the benefits of these instruments.

Specifically, in order to successfully complete the Plan of Liquidation, we must identify and complete one or more transactions with third parties for the sale of our remaining properties. The success, timing and terms of such transactions may be adversely impacted by the continued impacts of the COVID-19 pandemic on the market for office real estate in the United States. The uncertainty of the long-term demand for office space as employees continue to work from home following the COVID-19 pandemic could result in reduced demand for our properties by third parties or reduced values such parties may ascribe to our assets, as well as potentially affect our own ability to operate. Even if we are able to identify potential buyers, such buyers may have difficulty accessing debt and equity capital on attractive terms, or at all, due to rising interest rates, disruptions in the global financial markets or deteriorations in credit and financing conditions, which may affect their access to capital necessary to consummate the acquisition of our properties. If financing is unavailable to potential buyers of our properties, or if potential buyers are unwilling to engage in various transactions due to the uncertainty in the market, our ability to complete such dispositions within our expected timeframe or on the expected terms would be significantly impaired. In addition, reduced economic activity and general economic decline or recession may impact our tenants’ businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to make rent payments to us timely, or at all. The continuing impact of the COVID-19 pandemic, elevated market and economic volatility due to adverse economic and geopolitical conditions and the impact on potential buyers, our tenants and general economic conditions may adversely affect our ability to close dispositions of our remaining properties and complete our Plan of Liquidation in a timely manner, upon satisfactory terms, or at all, which could cause the liquidating distributions paid to you to be delayed or reduced.

If our stockholders approve the Plan of Liquidation, our directors will have the authority to sell any and/or all of our properties on such terms and to such parties as the board of directors determines in its sole discretion including for a sales price that is less than what was estimated for purposes of determining our range in estimated liquidating distributions. Notably, our stockholders will have no subsequent opportunity to vote on such matters and will, therefore, have no right to approve or disapprove the terms of such sales.

•The Advisor earns asset management fees from us and receives reimbursement of certain of its operating costs. The Advisor has agreed to waive payment of its asset management fee as of October 1, 2022 through our liquidation. The Advisor will receive reimbursements for expenses until our liquidation and dissolution are complete. As of September 30, 2022, we had accrued and deferred payment of $8.9 million of asset management fees related to the period from October 2017 through September 2022. In January 2023, the Advisor agreed to waive $3.0 million of accrued asset management fees. As a result, $5.9 million of fees will be repaid to the Advisor with the liquidation proceeds prior to any distributions to stockholders.

•The Advisor owns a total of 20,404 shares of our Class A common stock, for which we estimate it will receive liquidating distributions of between approximately $8,774 and $20,404 in connection with our liquidation.

•Not including the 20,404 shares owned by the Advisor referenced above, one of our directors owns an aggregate of 39,392 shares of our Class A common stock, for which we estimate he will receive aggregate liquidating distributions of between approximately $16,939 and $39,392 in connection with our liquidation.

We are seeking stockholder approval of the Plan of Liquidation Proposal at the annual meeting. The Plan of Liquidation was approved by the board of directors on December 15, 2022 and reviewed and affirmed on February 2, 2023 , subject to stockholder approval. The following summary describes the material provisions of the Plan of Liquidation. This summary does not purport to be complete and may not contain all of the information about the Plan of Liquidation that is important to you. The Plan of Liquidation is attached hereto at Annex A and is incorporated by reference in this proxy statement, and we encourage you to read it carefully in its entirety for a more complete understanding of the Plan of Liquidation. By approving the Plan of Liquidation, our stockholders will be approving our dissolution under Section 3-403 of the MGCL.

In March 2022, at a regularly scheduled meeting of the board of directors, the Advisor updated the board of directors and the Special Committee regarding the significant uncertainty around the potential sale of one of the assets in the portfolio and recommended delaying the review and approval of a plan of liquidation until some certainty around the potential sale of the asset could be determined. In the interim , the impact to the real estate and financial markets that resulted from the rising interest rate environment necessitated an update to the appraised value of the assets in the portfolio, which were as of September 30, 2021 , in order to best determine a range in liquidation proceeds for consideration by the board of directors and Special Committee in reviewing and approving a plan of liquidation. As a result of the continued uncertainty in the real estate and financial markets, as well as the upcoming loan maturities and the Company’s limited liquidity, the Advisor recommended that the board of directors and the Special Committee consider and approve a plan of liquidation in connection with the annual update to the Company’s estimated value per share in December 2022, which would be determined based on information as of September 30, 2022.

On December 15, 2022, the Special Committee held a joint meeting with the board of directors. Also in attendance at the meeting were members of management as well as a representative from the Company’s outside legal counsel and Stanger, financial advisor to the Special Committee. At that meeting, the Advisor recommended to the board of directors and the Special Committee that it would be in our best interest and the best interest of our stockholders to engage in a planned liquidation pursuant to the Plan of Liquidation. Specifically, the Advisor noted the upcoming debt maturities for the Commonwealth Building mortgage loan and the Modified Term Loan, which constitute 96% of our outstanding debt. Due to the decrease in occupancies and a decrease in market values of the properties securing these two loans, as well as the current state of the debt markets, the Company does not expect to be able to refinance these loans at current terms and would likely be required to pay down a portion of the maturing debt in order to refinance the loans, though the Company has very limited cash on hand for such a paydown. In addition, the Advisor noted that the borrower under the Commonwealth Building mortgage loan failed to pay the full amount of the outstanding debt service on the loan on the due date. Due to decreased occupancy and reduced rent at the Commonwealth Building, operating income from the Commonwealth Building no longer covers debt service payments on the loan. In addition, the Commonwealth Building is currently valued at less than the outstanding debt. Given the depressed office rental rates in downtown Portland and the continued social unrest and increased crime in downtown Portland where the property is located, the Company does not anticipate any near-term recovery in value and with its limited cash on hand is unable to fully meet its ongoing debt service obligations.

On December 20, 2022, we filed a preliminary proxy statement with the SEC announcing the approval by the board of directors and the Special Committee of a Plan of Liquidation and seeking stockholder approval of the Plan of Liquidation. This preliminary proxy statement disclosed an estimated range in liquidating distributions to be received by our stockholders pursuant to the Plan of Liquidation that was derived from our estimated NAV per share as determined by our board of directors on December 15, 2022. The estimated NAV per share was determined using appraised values as of September 30, 2022, for three of the four properties in our portfolio provided by Kroll, an independent third-party real estate valuation firm. Prior to filing the definitive proxy statement with the SEC, in January 2023, the Advisor received a broker opinion of value in connection with discussions regarding leasing and the potential listing of properties for sale that indicated that, based on the most recent market information available, the estimated net proceeds from liquidation for the two Chicago properties in the portfolio may be materially less than that used in calculating the estimated range of liquidating distributions in the preliminary proxy statement. Based on this new information, management and the Advisor reviewed the estimated range in liquidating proceeds to be received by our stockholders pursuant to the Plan of Liquidation and determined it was necessary to update this information prior to seeking stockholder approval of the Plan of Liquidation. In connection with this review, management also reviewed the value of the Offices at Greenhouse property in Houston, Texas, the third property in the portfolio for which appraisals were utilized in determining the estimated value per share, and determined no adjustment to its value was necessary based on its review of current market information for the property and updated discussions with an unaffiliated broker in the marketplace.

On February 2, 2023, the Special Committee held a joint meeting with the board of directors to review an updated range in liquidating distributions prepared by the Advisor. Also in attendance at the meeting were members of management as well as a representative from the Company’s outside legal counsel and Stanger, financial advisor to the Special Committee. At that meeting, the Advisor reviewed with the board of directors and the Special Committee the most recent market information available regarding the value of the assets in the portfolio and the adjustments made to the estimated range in liquidating distributions subsequent to the December 15, 2022 joint meeting of the Special Committee and board of directors. The Advisor noted that the adjustments to the range in liquidating distributions related to a decrease in the liquidation value of the two Chicago properties in the portfolio, offset by the Advisor’s waiver of $3.0 million of asset management fees previously accrued. This waiver of asset management fees was in addition to the Advisor’s previous waiver of (i) $1.3 million of funds advanced to the Company, (ii) disposition fees that would have been payable in the amount of 1.5% of gross sale price upon a determination by the conflicts committee that the Advisor provided a substantial amount of the services in the effort to sell the property, and (iii) future asset management fees from October 1, 2022 through liquidation. See “Proposal 1. The Plan of Liquidation Proposal – Calculation of the Range of Estimated Net Proceeds from Liquidation” for additional information regarding the adjustments made to the estimated NAV for purposes of establishing an estimated range in liquidating distributions. Following this update to the Plan of Liquidation, the Advisor confirmed its recommendation to the board of directors and the Special Committee that it would be in our best interest and the best interest of our stockholders to engage in a planned liquidation pursuant to the Plan of Liquidation.

Following the Advisor’s presentation regarding the Plan of Liquidation, our board of directors and the Special Committee again carefully reviewed and considered the terms and conditions of the Plan of Liquidation and the transactions contemplated by that plan. Further, the Special Committee reviewed with Stanger its updated opinion regarding the reasonableness, from a financial point of view, of management’s estimated range of liquidating distributions.

On February 2, 2023, the board of directors and the Special Committee each affirmed their prior determination and concluded that a planned liquidation pursuant to the Plan of Liquidation was in the Company’s best interest and the best interest of our stockholders, and each unanimously determined that the terms of the Plan of Liquidation are fair to you, advisable and in your best interest. For a discussion of the reasons for the Plan of Liquidation, see “Proposal 1. The Plan of Liquidation Proposal – Reasons for the Plan of Liquidation Proposal; Recommendation of the Board of Directors and the Special Committee.” The board of directors and the Special Committee then determined to move forward with seeking stockholder approval of the Plan of Liquidation with the updates to the estimated range in liquidating distributions presented to the board of directors and the Special Committee and reflected in this proxy statement. Based on the most recent information available to us, we currently estimate that if the Plan of Liquidation Proposal is approved by our stockholders and we are able to successfully implement the plan, our net proceeds from liquidation and, therefore, the amount of cash that you would receive for each share of our common stock that you then hold, could range between approximately $0.43 and $1.00 per share.

Our range of estimated net proceeds from liquidation is based upon market, economic, financial and other circumstances and conditions existing as of the date of this proxy statement. The ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office buildings, is one of the most significant risks and uncertainties we face with respect to the Plan of Liquidation and the ultimate amount of liquidating distributions received by stockholders. The combination of the continued economic slowdown, rapidly rising interest rates and significant inflation (or the perception that any of these events may continue) as well as a lack of lending activity in the debt markets have contributed to considerable weakness in the commercial real estate markets. Further, potential changes in customer behavior, such as the continued acceptance, desirability and perceived economic benefits of work-from-home arrangements, resulting from the COVID-19 pandemic, could materially and negatively impact the future demand for office space, adversely impacting the value of our real estate and the liquidation proceeds available for distribution to our stockholders. Moreover, valuations for U.S. office properties continue to fluctuate due to weakness in the current real estate capital markets as a result of the factors above and the lack of transaction volume for U.S. office properties, increasing the uncertainty of valuations in the current market environment. In addition, our portfolio is highly leveraged and small changes to the value of our real estate assets have a large impact on our equity and related liquidating distributions to our stockholders. All of these factors could adversely impact the amount of liquidating distributions we pay to our stockholders.

• The Company’s operations and the status of its outstanding debt, as discussed herein, raise substantial doubt about the Company’s ability to continue to operate under the current business plan. The Company has experienced a decline in occupancy from 90.4% as of December 31, 2020 to 73.1% as of September 30, 2022 and such occupancy may continue to decrease in the future as tenant leases expire. The decrease in occupancy has resulted in a decrease in cash flow from operations and has negatively impacted the market values of the properties in the Company’s portfolio. On February 1, 2023, following a default in December 2022 related to a missed debt service payment, the borrower under the Commonwealth Building mortgage loan failed to pay the outstanding amount due on the loan at the maturity date and will be in maturity default on the loan as of February 11, 2023. Due to decreased occupancy and reduced rent at the Commonwealth Building, operating income from the Commonwealth Building no longer covers debt service payments on the loan. In addition, the Commonwealth Building is currently valued at less than the outstanding debt. Given the depressed office rental rates in downtown Portland and the continued social unrest and increased crime in downtown Portland where the property is located, the Company does not anticipate any near-term recovery in value and with its limited cash on hand was unable to fully meet its debt service obligations or pay the full amount outstanding on the loan through refinancing the debt. The borrower under the Commonwealth Building mortgage loan may relinquish ownership of the property to the

lender in a foreclosure transaction or other alternative to foreclosure in satisfaction of the mortgage. In addition, the Modified Term Loan with an outstanding balance of $52.3 million is maturing in November 2023. Due to the decrease in occupancy and a decrease in market value of the properties securing this loan, the Company does not expect to be able to refinance the loan at current terms and would likely be required to pay down a portion of the maturing debt in order to refinance the loan. With the Company’s limited amount of cash on hand, the Company’s ability to make a loan paydown, without the sale of real estate assets, is severely limited. Additionally, in order to attract or retain tenants needed to increase occupancy and sustain operations, the Company will need to spend a substantial amount on capital leasing costs, however, the Company has limited amounts of liquidity to make these capital commitments. All of these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

• The fixed costs associated with managing a public REIT, including the significant cost of corporate compliance with all federal, state and local regulatory requirements applicable to us with respect to our business activities, are substantial. Such costs include, without limitation, the cost of preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports, documents and filings required under the Exchange Act, or other federal or state laws for the general maintenance of our status as a REIT, under the applicable provisions of the Code, or otherwise. If we continue operating under our current business plan, the portfolio would be required to cover the costs of managing the Company with reduced cash flow from operations due to reduced occupancy at our properties and the likely disposition by foreclosure of the Commonwealth Building.

• The costs associated with maintaining our real estate properties and improving their performance including, without limitation, the costs of leasing commissions, tenant inducements (including, without limitation, tenant improvement allowances) and capital improvements at our properties, are significant, and opportunities for value creation in our portfolio have become more difficult as a result of the impacts of COVID-19 on the demand for office space and the significant headwinds facing commercial real estate due to the increasing interest rate environment and economic slowdown. Further, the Company has limited amounts of liquidity to make these capital commitments.

•the recommendation from the Advisor that it would be in the best interest of the Company and the stockholders to liquidate the Company and its properties at this time based on the state of and future outlook for the portfolio, rather than continuing its current operations and similar advice from Stanger;

• the lack of any attractive offers for an acquisition of the Company’s assets through a merger or portfolio or whole-entity sale;

• market-dictated discounts we might have incurred through the sale of the Company in its entirety, either through a merger or portfolio sale;

•our estimated net proceeds from liquidation and, therefore, the amount of cash that you would receive for each share of our common stock that you then hold, could range between approximately $0.43 and $1.00 per share;

•the opinion, dated February 2, 2023 , of Stanger to our board of directors as to the reasonableness, from a financial point of view, of management’s estimated range of liquidating distributions per share to be received by our stockholders in a planned liquidation pursuant to the Plan of Liquidation, which opinion was based upon and subject to the assumptions, limitations and qualifications set forth in such written opinion, as further described under the caption “—Opinion of Robert A. Stanger and Co., Inc.”;

• valuations for U.S. office properties continue to fluctuate due to weakness in the current real estate capital markets as a result of the continued economic slowdown, rapidly rising interest rates and significant inflation (or the perception that any of these events may continue) as well as a lack of lending activity in the debt markets and the lack of transaction volume for U.S. office properties, increasing the uncertainty of valuations in the current market environment;

Initially on December 15, 2022 and affirmed on February 2, 2023, following a review of the other alternatives described in the proxy statement, the board of directors and the Special Committee each unanimously determined that a planned liquidation pursuant to the Plan of Liquidation was in the Company’s best interest and the best interest of our stockholders, and that the terms of the Plan of Liquidation are fair to you, advisable and in your best interest. Accordingly, the board of directors and the Special Committee each approved the sale of all of our properties and our dissolution pursuant to the Plan of Liquidation, pending your approval, and unanimously recommend that you vote FOR the approval of the Plan of Liquidation Proposal.

Our range of estimated net proceeds from liquidation is based on the range in estimated value per share of the Company’s common stock as of September 30, 2022, subject to the following adjustments, (i) a reduction to real estate property values for the Institute Property and 210 W. Chicago to reflect more recent information on current market values as indicated in a broker opinion of value received in early January 2023 and a confirming valuation received from a second broker later that month (both brokers are unaffiliated with the Company and the Advisor) and (ii) a reduction to liabilities to reflect the Advisor’s determination to waive $3.0 million of the $8.9 million of accrued asset management fees. With respect to the reduction to the appraised values of the Institute Property and 210 W. Chicago provided by Kroll, the Advisor reduced the high and low end of the range of values by the difference between the midpoint of the appraised values and the midpoint of the broker opinion of value. This adjustment was made to reflect the most recent market information regarding the potential disposition value of the properties for purposes of determining a range in liquidation proceeds. In addition, management reviewed the value of the Offices at Greenhouse property in Houston, Texas, the third property in the portfolio for which appraisals were utilized in determining the estimated value per share, and determined no adjustment to its value was necessary based on its review of current market information for the property and updated discussions with an unaffiliated broker in the marketplace. The range in estimated value per share was then further reduced for (i) expected third-party closing costs and fees related to future dispositions of the properties , and (ii) estimated corporate and other liquidation and dissolution costs not projected to be covered from the Company’s cash flow from operations. The Company’s board of directors approved the estimated value per share on December 15, 2022 to assist the Company in calculating the range of estimated net proceeds from liquidation. The estimated value per share is based on the estimated value of the Company’s assets less the estimated value of the Company’s liabilities, or net asset value, divided by the number of shares outstanding, all as of September 30, 2022, as described in Item 8.01 of the Current Report on Form 8-K, filed with the SEC on December 20, 2022 (the “Valuation 8-K”). The information in the Valuation 8-K related to the Company’s estimated value per share is attached hereto at Annex B. For a full description of the methodologies and assumptions used to value our assets and liabilities in connection with the calculation of the estimated value per share, see Annex B.

Based on the estimated value per share as of December 15, 2022, with the Advisor adjusting the estimated value per share to reflect updated information regarding the real estate property values for two properties in the portfolio and the waiver of additional asset management fees by the Advisor, and the estimated costs and expenses of liquidating and dissolving the Company, if the Plan of Liquidation is approved by our stockholders and we are able to successfully implement the plan, we currently estimate that our net proceeds from liquidation and, therefore, the amount of cash that you would receive for each share of our common stock that you then hold, could range between approximately $0.43 and $1.00 per share. The range of estimated net proceeds from liquidation per share is calculated as follows:

			Low End of Estimated Range						High End of Estimated Range
Range in estimated value per share, adjusted as described above			$	0.72					$	1.29
Estimated third-party disposition costs per share			(0.10)						(0.10)
Estimated other liquidation costs per share			(0.08)						(0.08)
Amortization of fair value discount on notes payable			(0.11)						(0.11)
Range of estimated net proceeds from liquidation per share			$	0.43					$	1.00

While this range in liquidating distributions is our best estimate as of the date of this proxy statement, our portfolio is highly leveraged and small changes to the value of our real estate assets have a large impact on our equity and related liquidating distributions to our stockholders. There are many factors in addition to changes to our real estate values from our estimates that may affect the amount of liquidating distributions available for distribution to our stockholders, including, among other factors: (i) changes in market demand that affect the timing of the disposition of our office properties during the liquidation process, (ii) the amount of taxes, transaction fees and expenses relating to the Plan of Liquidation, and (iii) amounts needed to pay or provide for our liabilities and expenses, including unanticipated or contingent liabilities that could arise. No assurance can be given as to the amount of liquidating distributions the Company will ultimately pay to its stockholders. We believe that we will have sufficient cash and cash equivalents to pay all of the Company’s current and accrued obligations as a result of cash flow from operations and asset sales. If the Company has underestimated its existing obligations and liabilities or if unanticipated or contingent liabilities arise, the amount of net proceeds from liquidation could be less than that set forth above.

These estimates are based upon market, economic, financial and other circumstances and conditions existing as of the date of this proxy statement. The ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office buildings, is one of the most significant risks and uncertainties we face with respect to the Plan of Liquidation and the ultimate amount of liquidating distributions received by stockholders. The combination of the continued economic slowdown, rapidly rising interest rates and significant inflation (or the perception that any of these events may continue) as well as a lack of lending activity in the debt markets have contributed to considerable weakness in the commercial real estate markets. Further, potential changes in customer behavior, such as the continued acceptance, desirability and perceived economic benefits of work-from-home arrangements, resulting from the COVID-19 pandemic, could materially and negatively impact the future demand for office space, adversely impacting the value of our real estate and the liquidation proceeds available for distribution to our stockholders. Moreover, valuations for U.S. office properties continue to fluctuate due to weakness in the current real estate capital markets as a result of the factors above and the lack of transaction volume for U.S. office properties, increasing the uncertainty of valuations in the current market environment. Also, the Company will continue to incur expenses related to its operations during the liquidation process, and the actual amounts of such expenses may be higher than the Company’s estimate. These expenses will reduce the amount of liquidating distributions we pay to our stockholders. See “Risk Factors” above for a more detailed discussion of these risks.

In connection with the board of directors’ approval of the Plan of Liquidation, Robert A. Stanger & Co., Inc. (which we refer to in this proxy statement as “Stanger”), an independent financial advisory and investment banking firm with substantial real estate, real estate investment trust and partnership transaction experience, rendered an opinion, dated February 2, 2023 , to the Special Committee as to the reasonableness, from a financial point of view, of the estimated range of liquidating distributions per share of our common stock to be paid to our stockholders in connection with the successful implementation of the Plan of Liquidation. The full text of Stanger’s written opinion is attached as Annex C to this proxy statement and is incorporated in this document by reference. The written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken by Stanger in rendering its opinion. Stanger’s opinion did not address the merits of the underlying decision by the board of directors to approve the Plan of Liquidation or related documents or the relative merits of any related transactions compared with other business strategies or transactions available or that have been or might be considered by us or the board of directors or in which we might engage. Stanger’s advisory services and opinion were provided for the information and assistance of the Special Committee in connection with its consideration of the Plan of Liquidation and the opinion does not constitute a recommendation as to how any holder of our common stock should vote with respect to the Plan of Liquidation Proposal or any other matter. The material assumptions and qualifications to the opinion are summarized below, although this summary does not purport to be a complete description of the various inquiries and analyses undertaken by Stanger in rendering its opinion. Arriving at an opinion of reasonableness is a complex analytical process not necessarily susceptible to partial analysis or amenable to summary description.

Stanger’s analysis of our proposed liquidation involved, among other things, the review of the following information: (i) a draft of this proxy statement, which draft was substantially in the form finalized and filed with the SEC; (ii) our Annual Report on Form 10-K for the year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022; (iii) a current rent roll for each property, together with historical operating statements for the years 2019, 2020, 2021, year-to-date October 2022 and the operating budget for each property for 2023; (iv) multi-year projections prepared by the Advisor for each of the properties; (v) published national surveys relating to acquisition criteria for properties similar to our properties; (vi) appraisals of our properties as of September 30, 2022 (prepared by Kroll) and the net asset value report performed by Kroll; (vii) a broker opinion of value as of January 2023 (prepared by Cushman & Wakefield) on the two Chicago properties in the portfolio; (viii) a broker opinion of value as of November 2022 (prepared by CBRE) on the Offices at Greenhouse property; and (ix) internal financial analyses and projections prepared by the Advisor in connection with our calculation of the estimated range of liquidating distributions per share pursuant to the Plan of Liquidation, which estimate reflects our estimated range of liquidation values of our properties, the terms and conditions of our charter and bylaws, the Operating Partnership’s partnership agreement, and the agreements of other subsidiaries through which we hold interests in the properties, in each case relating to the sale of our assets and the Plan of Liquidation, and the terms of the advisory agreement with the Advisor and property management agreements.

Based upon the discounted cash flow analysis described above Stanger estimated a range of value for our portfolio of properties in U.S. dollars of between approximately $103,430,000 and $108,420,000 .

Based upon available data gathered for actual sale transactions identified in each property’s region, an index of value based on a range of observed sale prices per rentable square foot was derived considering each property’s age, location and other factors. The range of prices per square foot, as estimated by reference to comparable sales transactions, was multiplied by the square footage of each property as of February 2, 2023 .

Based upon the sales comparison approach Stanger estimated a range of value for our properties in U.S. dollars between approximately $104,210,000 and $108,120,000 .

Based upon the methodology described above, Stanger estimated the probable value of our portfolio of properties at between approximately $102,950,000 and $109,490,000 .

Stanger then observed that in estimating the range of liquidating distributions per share pursuant to the Plan of Liquidation, we assumed the sale of our properties at year-end 2023. Stanger also observed that we reduced our estimated range of the value of our real estate assets for the estimated commissions payable, and for our estimated other property transaction expenses. Stanger observed that we then factored into our analysis the prepayment terms and balances of debt outstanding, our interim earnings during the Plan of Liquidation, and our estimate of other entity wind-down costs and timing to arrive at an estimated range of liquidating distributions per share pursuant to the Plan of Liquidation of between $0.43 and $1.00 .

Stanger reviewed the derivation of our estimated range of liquidating distributions per share and then Stanger adjusted our estimated range of liquidating distributions per share pursuant to the Plan of Liquidation by Stanger’s estimated range of the market value of our real estate portfolio and any associated adjustments to our estimates of commissions, disposition fees, other property transaction expenses, as identified to Stanger by us. Based on the foregoing, Stanger arrived at an estimated range of liquidating distributions per share pursuant to the Plan of Liquidation of between $0.41 and $1.05 .

Since Stanger’s engagement in September 2019 through the conclusion of its services to the Company and the Special Committee in February 2023 , Stanger has been paid an aggregate of $150,000 for the services as described in this proxy statement, excluding the opinion fees and expenses described below. The fees were negotiated between the Special Committee and Stanger. Payment of these fees to Stanger is and was not dependent upon completion of the liquidation or any strategic transaction or upon Stanger’s findings. Stanger will be reimbursed for reasonable out-of-pocket expenses (including legal fees, expenses and disbursements), and Stanger and its affiliates will be indemnified against certain liabilities arising out of this engagement, other than liabilities resulting from Stanger’s gross negligence or willful misconduct.

For preparing to deliver its opinion and related services described herein, Stanger was paid a fee of $75,000 . The fee was negotiated with Stanger. Payment of the fee to Stanger was not dependent upon the findings of Stanger with respect to reasonableness. Stanger also does not have a fee which is contingent upon the successful completion or implementation of the Plan of Liquidation. In addition, Stanger will be reimbursed for certain out-of-pocket expenses, including legal fees, and will be indemnified against all liabilities arising under any applicable federal or state law or otherwise related to or arising out of Stanger’s engagement or performance of its services to us other than liabilities resulting from Stanger’s gross negligence or willful misconduct. Other than these engagements, during the past two years, we or our affiliates have not engaged Stanger to provide any financial advisory or other services and have not paid any fees to Stanger, with the exception of usual and customary payments for subscriptions to certain Stanger publications.

The Advisor earns asset management fees from us and receives reimbursement of certain of its operating costs. The Advisor has agreed to waive payment of its asset management fee as of October 1, 2022 through our liquidation. The Advisor will receive reimbursements for expenses until our liquidation and dissolution are complete. As of September 30, 2022, we had accrued and deferred payment of $8.9 million of asset management fees related to the period from October 2017 through September 2022. In January 2023, the Advisor agreed to waive $3.0 million of accrued asset management fees. As a result, $5.9 million of fees will be repaid to the Advisor with the liquidation proceeds prior to any distributions to stockholders.

The Advisor owns a total of 20,404 shares of our Class A common stock, for which we estimate it will receive liquidating distributions of between approximately $8,774 and $20,404 in connection with our liquidation.

Not including the 20,404 shares owned by the Advisor referenced above, one of our directors owns an aggregate of 39,392 shares of our Class A common stock, for which we estimate he will receive aggregate liquidating distributions of between approximately $16,939 and $39,392 in connection with our liquidation.

We may pay multiple, or a single, liquidating distribution(s) to our stockholders. We intend to pay the final liquidating distribution to our stockholders no later than 24 months after approval of the Plan of Liquidation, although the timing of this distribution will depend on when we sell our assets. The sale of assets and distribution of the net proceeds may be delayed due to the ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office buildings, including the continued economic slowdown, rapidly rising interest rates and significant inflation (or the perception that any of these events may continue), a lack of lending activity in the debt markets which may impact the ability of buyers for our properties to obtain favorable financing, potential changes in customer behavior with respect to work-from-home

arrangements resulting from the COVID-19 pandemic that could materially and adversely affect the demand for office space, and any continuing unrest in the markets where our properties are located.

September 2022. From January 1, 2020 through December 31, 2020, our asset management fees totaled $1.7 million. From January 1, 2021 through September 30, 2022, our asset management fees totaled $3.0 million. Asset management fees of $8.9 million relating to the period from October 1, 2017 to September 30, 2022 were accrued but payment was deferred by the Advisor. In January 2023, the Advisor agreed to waive $3.0 million of accrued asset management fees. As a result, $5.9 million of fees will be repaid to the Advisor with the liquidation proceeds prior to any distributions to stockholders. The Advisor has agreed to waive payment of its asset management fee as of October 1, 2022 through our liquidation.

The following table shows, as of February 2, 2023 , the amount of our Class A and Class T common stock beneficially owned (unless otherwise indicated) by (1) any person who is known by us to be the beneficial owner of more than 5% of the outstanding shares of our Class A and Class T common stock, respectively, (2) our directors, (3) our executive officers, and (4) all of our directors and executive officers as a group.

In this proposal, we are asking you to approve the adjournment of the annual meeting and any later adjournments to a date or dates not later than June 9 , 2023, in order to enable us to solicit additional proxies in favor of the Delayed Proposals. If our stockholders approve the Adjournment Proposal, we could adjourn the annual meeting, and any adjourned session of the annual meeting, even if a quorum is present, to a date not later than June 9 , 2023 and use the additional time to solicit additional proxies in favor of the Delayed Proposals, including the solicitation of proxies from our stockholders that have previously voted against the approval of the Delayed Proposals. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against the approval of any of the Delayed Proposals to defeat any of these proposals, we could adjourn the annual meeting without a vote on any of the Delayed Proposals and seek during that period to convince the holders of the shares that voted against the Delayed Proposals to change their votes to votes in favor of the approval of the Delayed Proposals.

Pursuant to our bylaws, stockholders interested in nominating a person as a director or presenting any other business for consideration at the next annual meeting of stockholders must submit timely notice thereof by following the procedures prescribed in Section 2.12 of our bylaws and in the SEC’s Rule 14a-8. To be eligible for presentation to and action by our stockholders at the next annual meeting, director nominations and other stockholder proposals must be received by Mr. Waldvogel, our Secretary, at the Company’s principal offices no earlier than [*], 2023 and no later than [*], 2023. However, if we hold our next annual meeting of stockholders before [*], 2024 or after [*], 2024, a stockholder nomination or proposal to be considered at the next annual meeting of stockholders must be received by us not earlier than the 150th day before the date of the next annual meeting and not later than the close of business on the later of the 120th day before the date of the next annual meeting or the 10th day following the day on which public disclosure of the date of the next annual meeting is first made. To also be eligible for inclusion in our proxy statement for the next annual meeting, director nominations and other stockholder proposals must be received by Mr. Waldvogel at the Company’s principal offices by the close of business on [*], 2023 . However, if we hold the next annual meeting before [*], 2024 or after [*] , 2024, stockholders must submit proposals for inclusion in our proxy statement within a reasonable time before we begin to print our proxy materials. In addition to satisfying the foregoing advance notice requirements under our bylaws, to comply with the universal proxy rules, the notice given by any stockholder who intends to solicit proxies in support of director nominees other than the Company’s nominees must comply with any additional requirements of Rule 14a-19 under the Exchange Act.

THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROXY STATEMENT TO VOTE YOUR SHARES AT THE ANNUAL MEETING. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED [*] , 2023. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.

This Annex B contains the information provided under Item 8.01 of the Company’s Current Report on Form 8-K filed on December 20, 2022 related to the Company’s most recent estimated value per share (the “Valuation 8-K”). All references to “the date of this filing” and similar expressions within this Annex B refer to December 20, 2022, the filing date of the Valuation 8-K, as applicable. The information in this Annex B regarding the estimated value per share should be read in conjunction with and is qualified in its entirety by the information in this proxy statement disclosed under “Proposal 1. The Plan of Liquidation Proposal – Calculation of the Range of Estimated Net Proceeds from Liquidation.”

As with any valuation methodology, the methodologies used are based upon a number of estimates and assumptions that may not be accurate or complete. Different parties using different assumptions and estimates could derive a different estimated NAV per share of the Company’s common stock, and these differences could be significant. In particular, due in part to our relatively small asset base and the number of shares of our common stock outstanding, as well as the substantial amount of leverage in the Company as a result of decreased real estate values, even modest changes in key assumptions made in appraising our real estate properties could have a very significant impact on the estimated value of our shares.  See the discussion under “Real Estate - Real Estate Valuation” below. The estimated NAV per share is not audited and does not represent the fair value of the Company’s assets less the fair value of the Company’s liabilities according to U.S. generally accepted accounting principles (“GAAP”), nor does it represent a liquidation value of the Company’s assets and liabilities or the price at which the Company’s shares of common stock would trade on a national securities exchange. The estimated NAV per share does not reflect a discount for the fact that the Company is externally managed, nor does it reflect a real estate portfolio premium/discount versus the sum of the individual property values. The estimated NAV per share also does not take into account estimated disposition costs and fees for real estate properties, debt prepayment penalties that could apply upon the prepayment of certain of the Company’s debt obligations and the impact of restrictions on the assumption of debt and should not be considered a liquidation value of the Company’s assets and liabilities. The Advisor has agreed to waive any disposition fees owed in connection with asset sales pursuant to the Plan of Liquidation. In addition, the Advisor has agreed to waive payment of its asset management fee as of October 1, 2022 through liquidation. As of September 30, 2022, the Company had no potentially dilutive securities outstanding that would impact the estimated NAV per share of its common stock.

Methodology

Moreover, the December 15, 2022 estimated value per share does not represent a liquidation value of the Company’s assets and liabilities.

We have also been advised that if the Company decides to pursue such Plan of Liquidation, the Company will obtain the approval of: (i) the board of directors of the Company (the “Board”) and the independent directors thereof; and (ii) Stockholders holding a majority in interest in the Company pursuant to a proxy statement to be provided to such Stockholders (the “Proxy Statement”). We have also been advised that such Proxy Statement will include an estimate prepared by KBS Capital Advisors, LLC, the Advisor to the Company (the “Advisor”), of the range of expected per share aggregate liquidating distributions to the Stockholders from the Plan of Liquidation (“Management’s Estimated Range of Liquidating Distributions Per Share”), which estimate reflects the Advisor’s best good faith estimate of such distributions taking into account various factors, including, without limitation, (i) the terms of (a) the Company’s charter and bylaws, (b) the limited partnership agreement (the “Operating Partnership Agreement”) of KBS Growth & Income Limited Partnership (the “Operating Partnership”), and (c) the agreements to which all entities through which the Company holds interests in the Properties are a party, in each case relating to the liquidation of assets and (ii) the terms of any advisory agreement (the “Advisory Agreement”) among the Company, the Operating Partnership and the Advisor. We have been advised further that Management’s Estimated Range of Liquidating Distributions Per Share is $0.43 and $1.00 per share. The Special Committee of the Board (the “Special Committee”) has requested that Robert A. Stanger & Co., Inc. (“Stanger”) provide to the Special Committee its opinion as to the reasonableness, from a financial point of view, of Management’s Estimated Range of Liquidating Distributions Per Share to be received by the Stockholders pursuant to the Plan of Liquidation.

• Reviewed the January 2023 broker opinion of value on the Chicago properties performed by Cushman & Wakefield;

• Reviewed the November 2022 broker opinion of value on the Offices at Greenhouse property performed by CBRE;

February 2, 2023

[*] , 2023

Thank you for being a stockholder of KBS Growth & Income REIT, Inc. (“KBS”). On May 9 , 2023, KBS will hold its annual meeting of stockholders at the offices of KBS, 800 Newport Center Drive, 7th Floor Boardroom, Newport Beach, California 92660. The annual meeting will begin at 12:00 p.m. Pacific time.