8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 27, 2025

KBS REAL ESTATE INVESTMENT TRUST III, INC.

(Exact Name of Registrant as Specified in Its Charter)

______________________________________________________

800 Newport Center Drive, Suite 700

Newport Beach, California 92660

(Address of principal executive offices)

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

Not Applicable

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

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredNoneN/AN/A

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

Emerging growth company ☐

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

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

Renewal of Advisory Agreement

On September 27, 2025, KBS Real Estate Investment Trust III, Inc. (the “Company”) renewed its advisory agreement with KBS Capital Advisors LLC (the “Advisor”). The advisory agreement renewal agreement extends the term of the current advisory agreement, as amended, through September 27, 2026. The advisory agreement may be renewed for an unlimited number of successive one-year periods upon the mutual consent of the Company and the Advisor. The advisory agreement may be terminated (i) upon 60 days’ written notice without cause or penalty by either the Company (acting through the Conflicts Committee) or the Advisor or (ii) immediately by the Company for cause or upon the bankruptcy of the Advisor. Other than the one-year extension of the term, the advisory agreement renewal agreement made no changes to the terms of the advisory agreement, as amended.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURES

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

Document

Exhibit 99.1

ADVISORY AGREEMENT RENEWAL AGREEMENT

THIS ADVISORY AGREEMENT RENEWAL AGREEMENT (this “Renewal Agreement”), dated as of September 27, 2025 (the “Effective Date”), is between KBS Real Estate Investment Trust III, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).

RECITALS

WHEREAS, the Company and the Advisor are parties to that certain Advisory Agreement, dated as of September 27, 2024, Amendment No. 1 to the Advisory Agreement, entered as of October 11, 2024, Amendment No. 2 to the Advisory Agreement, entered as of December 20, 2024, and Amendment No. 3 to the Advisory Agreement, entered as of February 6, 2025 (collectively, the “Advisory Agreement”);

WHEREAS, the term of the Advisory Agreement expires on September 27, 2025;

WHEREAS, pursuant to Article 13 of the Advisory Agreement, the term of the Advisory Agreement may be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties; and

WHEREAS, the Company and the Advisor now desire to memorialize the renewal of the Advisory Agreement as more particularly set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Advisor, intending to be legally bound, hereby covenant and agree as follows:

1.Incorporation of Recitals; General Provisions. The above Recitals are true and correct and are incorporated herein as if set forth in full. Unless the context requires otherwise, any capitalized term used but not defined herein shall have its respective meaning as set forth in the Advisory Agreement. In the event of any conflict between the terms and provisions of this Renewal Agreement and the terms and provisions of the Advisory Agreement, the terms and provisions of this Renewal Agreement shall, in all instances, control and prevail.

2.Extension of Term. In accordance with Article 13 of the Advisory Agreement, the term of the Advisory Agreement is hereby renewed for one additional year (the “Extension Term”), with such Extension Term commencing on September 27, 2025 and continuing until 11:59 pm (local time) on September 27, 2026, unless sooner terminated in accordance with the provisions of the Advisory Agreement. From and after the Effective Date, all references to the “term” of the Advisory Agreement shall include the Extension Term.

3.Full Force and Effect. Except as otherwise expressly provided herein, the Advisory Agreement shall remain in full force and effect in accordance with its terms and the parties hereby acknowledge, affirm, and ratify such terms and conditions. Notwithstanding the foregoing and the terms of the Advisory Agreement, the Advisor and Company each acknowledge and agree that

payment of certain Asset Management Fees and Disposition Fees are further subject to the terms and conditions of the Management Fee and Disposition Fee Subordination Agreement by the Advisor in favor of U.S. Bank National Association, dated as of November 22, 2024.

4.Counterparts and Signatures. This Renewal Agreement may be executed in one or more counterparts, each of which will constitute an original, and all of which together shall constitute one and the same agreement. Executed copies hereof may be delivered by e-mail or facsimile and, upon receipt, shall be deemed originals and binding upon the parties hereto.

5.Modification. This Renewal Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or assignees.

6.Governing Law. The provisions of this Renewal Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware.

7.Authority. The parties each represent and warrant to the other that it has full power, right and authority to execute and perform this Renewal Agreement and all corporate action necessary to do so has been duly taken.

[signature page to follow]

IN WITNESS WHEREOF, the parties have caused this Renewal Agreement to be executed as of the day and year first above written.