Document


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

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ý Smaller reporting company ☒ Emerging Growth Company ☐

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

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý

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

As of August 21, 2025 there were 9,245,980 shares of the Registrant's common shares issued and outstanding. The number of shares outstanding of each of the registrant’s classes of common stock were: 8,684,819 shares of Class A common stock; 503,255 shares of Class T common stock; 38,198 shares of Class I common stock; and 19,708 shares of Class S common stock.

This Amendment No. 1 on Form 10-K/A (“Amendment”) amends the Annual Report on Form 10-K of Hartman vREIT XXI, Inc. (the “Company”) for the fiscal year ended December 31, 2022, originally filed with the Securities and Exchange Commission (“SEC”) on August 22, 2025 (the “Original Form 10-K”).

2.Correct the signing date of the Report of the Independent Registered Public Accounting Firm from August 22, 2025 to August 21, 2025

Except as described above, no other changes have been made to the Original Form 10-K. This Amendment No. 1 solely amends Item 9A (Controls and Procedures) and Item 15 (Exhibits). All other information in the Original Form 10-K remains unchanged.

Management, with the participation of principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022. Based on this evaluation, management concluded that our disclosure controls and procedures were not effective due to the existence of certain material weaknesses in internal control over financial reporting. As of December 31, 2022, management identified that following deficiencies existed in the Company’s internal control as material weaknesses:

1.Controls related to the review, approval, and disclosure of related party transactions were not sufficiently designed or in operation.

2.The Company’s investment policy and procedures related to investments by the Company in loans to affiliates were not effective due to a design deficiency in the control. The design of the control lacks an approval attribute by the Board of Directors in investment decisions.

3.Controls relating to the review and approval of the Form 10-K to ensure accurate, complete, and timely disclosures were not operating effectively for the year-ended December 31, 2022.

4.The Company lacked controls to ensure the appropriate recording of investments, and related impairment, during the year.

•Enhancing policies and procedures for related party transactions with increased Audit Committee oversight.

•Revising the Company’s investment policy to require formal Board authorization of loans and investments in affiliates, supported by improved documentation and review protocols

•Strengthening disclosure controls through enhanced internal review procedures and executive oversight of financial reporting

•Formalizing impairment review procedures, including engaging independent third-party specialists to support accurate and timely evaluations. Management engaged an independent third-party expert to perform an evaluation of the Company’s investments and to assess potential impairments. Based on the expert’s analysis, the Company recognized appropriate impairment charges for the year ended December 31, 2022, as well as in subsequent reporting periods.

Management believes these actions will strengthen the Company’s internal control environment and support accurate, transparent, and timely financial reporting. Our independent registered public accounting firm has evaluated the Company’s internal control over financial reporting as of December 31, 2022, and concurred with management’s assessment that material weaknesses existed as of that date.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


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