GOOD updates credit agreement; KeyBank agent, no margin change

Rhea-AI Filing Summary

Gladstone Commercial Corporation (GOOD) entered into a Fifth Amended and Restated Credit Agreement on October 10, 2025 through its operating partnership, with KeyBank National Association as agent, sole book manager and joint lead arranger, alongside Bank of America, The Huntington Bank, and Fifth Third Bank as joint lead arrangers and co-syndication agents, plus other lenders.

The updated facility includes customary terms, covenants, events of default and borrowing limits tied to collateral tests for a credit line of this type. The company stated the amendment did not result in a material change to the applicable interest rate margin. Gladstone also announced the agreement via press release, which—together with the full credit documents—is included as exhibits.

Insights

Debt Capital Markets Analyst

Material debt agreement amendment maintains pricing; liquidity access and covenants remain central drivers.

Gladstone Commercial Corporation executed a Fifth Amended and Restated Credit Agreement on October 10, 2025 with a multi-bank syndicate led by KeyBank. The agreement is a material contract and establishes ongoing borrowing supported by collateral tests. The company states no material change to the applicable interest rate margin, indicating economic terms are broadly maintained.

The facility includes customary covenants, events of default, and borrowing base constraints linked to collateral performance. This structure helps provide flexibility while limiting availability if collateral values or tests tighten. With the margin unchanged, near-term interest cost dynamics appear stable under this facility, placing emphasis on collateral coverage and covenant compliance.

Key items to watch include the facility’s covenant thresholds, collateral eligibility tests, and any scheduled reporting or certification dates within the agreement. The effective date is October 10, 2025, with a press release dated October 14, 2025. Monitoring subsequent disclosures for borrowing availability, utilization, and compliance under this amended facility will clarify liquidity headroom over the next few quarters.

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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): October 14, 2025 (October 10, 2025)

Gladstone Commercial Corporation

(Exact Name of Registrant as Specified in Charter)

Maryland		001-33097		02-0681276
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1521 Westbranch Drive, Suite 100, McLean, Virginia 22102

(Address of Principal Executive Offices) (Zip Code)

(703) 287-5800

(Registrant’s telephone number, including area code)

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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		GOOD		The Nasdaq Stock Market LLC
6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share		GOODN		The Nasdaq Stock Market LLC
6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share		GOODO		The Nasdaq Stock Market LLC

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 a Material Definitive Agreement.

On October 10, 2025, Gladstone Commercial Corporation (the “Company”), through its subsidiary Gladstone Commercial Limited Partnership entered into the Fifth Amended and Restated Credit Agreement and Other Loan Documents with KeyBank National Association, as agent, sole book manager and joint lead arranger, Bank of Amercia, N.A., The Huntington Bank and Fifth Third Bank National Association, as joint lead arrangers and co-syndication agents, and certain other lenders party thereto (the “Amended Credit Facility”).

Among other things, the Amended Credit Facility:

• Increased the credit facility size from $475 million to $600 million, with the term loan component of the credit facility being increased to $400 million through, a $35 million reduction to Term Loan A, a $103 million increase to Term Loan B, an $18 million reduction to Term Loan C and a $75 million increase of the revolving credit facility to $200 million;

• Allows for the Amended Credit Facility to be increased by $250 million upon the Company’s request, subject to certain conditions and lender funding;

• Extended the revolving credit maturity date to October 2029;

• Extended the maturity date of Term Loan A to October 2029 and Term Loan B to February 2030;

• Provided an option to extend the Term Loan C component until February 2029; and

• Updated certain existing terms and covenants.

The Amended Credit Facility continues to include customary terms, covenants, events of default and constraints on borrowing availability based on collateral tests for a credit facility of its size and nature. The Amended Credit Facility did not result in a material change to the applicable interest rate margin.

The foregoing summary of the Amended Credit Facility is not complete and is qualified in its entirety by reference to the Amended Credit Facility, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The Company also issued a press release announcing the Amended Credit Facility. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit  No.		Description
10.1		Fifth Amended and Restated Credit Agreement and Other Loan Documents, dated as of October 10, 2025 by and among Gladstone Commercial Limited Partnership, as borrower, Gladstone Commercial Corporation and certain of its wholly owned subsidiaries, as guarantors, each of the financial institutions initially a signatory thereto together with their successors and assignees, as lenders, and KeyBank National Association, as lender and agent.
99.1		Press Release issued by Gladstone Commercial Corporation dated October 14, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

				Gladstone Commercial Corporation       (Registrant)
October 14, 2025				By:		/s/ Gary Gerson
						(Gary Gerson, Chief Financial Officer)

FAQ

What did Gladstone Commercial (GOOD) announce?

The company entered into a Fifth Amended and Restated Credit Agreement with a bank syndicate led by KeyBank as agent.

Who are the key banks in GOOD’s amended credit facility?

KeyBank is agent and sole book manager; Bank of America, The Huntington Bank, and Fifth Third Bank are joint lead arrangers and co-syndication agents.

Did the amendment change Gladstone Commercial’s interest margin?

No. The company stated it did not result in a material change to the applicable interest rate margin.

What terms govern GOOD’s amended facility?

It includes customary terms, covenants, events of default, and borrowing availability constraints based on collateral tests.

Where can investors find the full credit agreement and press release?

They are filed as exhibits: the credit agreement as Exhibit 10.1 and the press release as Exhibit 99.1.

When was the agreement executed?

The agreement is dated October 10, 2025.