Hartman vREIT XXI, Inc.

Property Name · PropertyType · 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

(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 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% 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 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 Silver Star.

On April 14, 2020, the Company made a tender offer to 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 Silver Star common shares and 60,178 Silver Star Operating Partnership OP units in connection with the merger of those two entities.

• 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.
• 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.
• If we were to internalize our management or if another investment program, whether sponsored by our 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.
• 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.
• 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 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.
• 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.
• Our advisor serves also as the sponsor of the Company. Both entities are wholly owned by one individual. The concentration of control in a single individual presents a governance risk. This structure may lead to conflicts of interest, reduced accountability, and decisions that prioritize the sponsor’s interests over those of shareholders.
• 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.
• 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 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.
• Our stockholders have limited control over changes in our policies and operations, which 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.
• 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.
• 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.
• Our charter includes an anti-takeover provision that may discourage a stockholder from launching a tender offer for our shares.
• 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.
• Economic and regulatory changes that impact the real estate market generally may decrease the value of our investments and weaken our operating results.
• Global and U.S. market, political and economic conditions may adversely affect our liquidity and financial condition and those of our tenants.
• Market trends and other conditions outside of our control could decrease the value of our investments and weaken our operating results.
• 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.
• 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.
• If we enter into long-term leases with our tenants, then those leases may not result in fair value over time.
• Downturns in our tenants’ businesses may reduce our revenues and cash flows.
• We are subject to governmental regulations that may affect the renovations to, and use of, our properties.
• We face significant competition, which may decrease the occupancy and rental rates of our properties.
• We may be unable to complete acquisitions and successfully operate acquired properties.
• Properties that have significant vacancies could be difficult to sell, which could diminish the return on your investment.
• 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.
• Real estate assets are illiquid, and we may not be able to sell our properties when we desire.
• 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.
• Future terrorist activity or engagement in war by the United States may have an adverse effect on our financial condition and operating results.
• 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.
• Our joint venture partners could take actions that decrease the value of an investment to us and lower our stockholders’ overall return.
• 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.
• 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.
• 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 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.
• 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.
• Properties acquired by us may have toxic mold or asbestos that could result in substantial liabilities to us.
• 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.
• Our properties may be dispersed geographically and across various markets and sectors.
• We may be limited in our ability to diversify our investments, making us more vulnerable economically than if our investments were diversified.
• Our tenants may be adversely affected by a decline in manufacturing activity in the U.S. and threat due to uncertainty of tariffs.
• 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.
• We may incur mortgage indebtedness and other borrowings, which increases our risk of loss due to foreclosure.
• 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.
• We may not be able to access financing sources on attractive terms, which could adversely affect our ability to execute our business plan.
• Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.
• Increases in interest rates could increase the amount of our debt payments and limit our ability to pay distributions to our stockholders.
• 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.
• Federal Income Tax Risks
• Failure to qualify as a REIT would reduce our net earnings available for investment or distribution.
• Legislative, regulatory or administrative changes could adversely affect us or our stockholders.
• To maintain our REIT status, we may have to borrow funds on a short-term basis during unfavorable market conditions.
• 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.
• Compliance with REIT requirements may force us 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.
• We may incur tax liabilities that would 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.
• You may have current tax liability on distributions you elect to reinvest in our common stock.
• Generally, ordinary dividends payable by REITs do not qualify for reduced U.S. federal income tax rates.
• 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.