GOODO amends sales agreement, sells ~6.27M shares for $93.5M

Rhea-AI Filing Summary

Gladstone Commercial Corporation amended its at-the-market equity offering sales agreement to remove Robert W. Baird & Co. Incorporated as a sales agent and to add Huntington Securities, Inc. as a new sales agent. The company confirmed that shares will continue to be offered and sold under the effective Registration Statement and related prospectus materials through the remaining sales agents.

To date the company has sold approximately 6,271,144 shares for gross proceeds of about $93.5 million, and the prospectus supplement shows roughly $156.5 million still available to be offered. The amendment is procedural in nature and maintains the existing at-the-market offering framework.

Positive

• Sales agent update: Amendment adds Huntington Securities, Inc. and removes Robert W. Baird & Co. Incorporated.
• Capital raised to date: Approximately 6,271,144 shares sold for gross proceeds of about $93.5 million.
• Remaining offering capacity: Approximately $156.5 million remains available under the prospectus supplement.

Negative

• None.

Insights

Capital Markets Analyst

TL;DR Amendment updates the ATM syndicate; issuance progress shows meaningful remaining capacity.

The amendment replaces one sales agent with another, which adjusts the dealer syndicate executing the at-the-market (ATM) program but does not change the Registration Statement or the prospectus terms. The company has sold approximately 6.27 million shares for about $93.5 million, leaving $156.5 million available under the prospectus supplement. For capital-markets purposes, this leaves substantial headroom for future ATM issuance without altering the program's legal structure.

Corporate Governance Expert

TL;DR Governance action modifies agent roster; disclosure is routine and fully documented by amendment.

The filing documents a change in appointed sales agents for the ATM facility, a routine corporate action requiring amendment disclosure. The report attaches the amendment as an exhibit and quantifies shares sold and remaining capacity, providing transparent disclosure for stakeholders regarding dilution potential and execution capability under the existing registration framework.

GLADSTONE COMMERCIAL CORP false 0001234006 0001234006 2025-08-12 2025-08-12 0001234006 us-gaap:CommonStockMember 2025-08-12 2025-08-12 0001234006 good:A6.625SeriesECumulativeRedeemablePreferredStockMember 2025-08-12 2025-08-12 0001234006 good:A7.00SeriesDCumulativeRedeemablePreferredStockMember 2025-08-12 2025-08-12

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): August 12, 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 8.01 Other Events.

As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2024, Gladstone Commercial Corporation, a Maryland corporation (the “Company”), and its operating partnership, Gladstone Commercial Limited Partnership, a majority-owned, consolidated subsidiary of the Company and a Delaware limited partnership (the “Operating Partnership”), on March 26, 2024, entered into Amendment No. 1 (“Amendment No. 1”) to the At-the-Market Equity Offering Sales Agreement dated March 3, 2023, with BofA Securities, Inc., Goldman Sachs & Co. LLC, Robert W. Baird & Co. Incorporated, KeyBanc Capital Markets Inc. and Fifth Third Securities, Inc. (each, a “Sales Agent” and together, the “Sales Agents”), pursuant to which the Company sells shares of its common stock, par value $0.001 per share (the “Shares”), from time to time through the Sales Agents, each acting as a sales agent and/or principal. Among other things, Amendment No. 1 gave effect to the Company’s filing with the SEC of a registration statement on Form S-3 (File No. 333-277877) (the “Registration Statement”), which became effective on March 21, 2024.

On August 12, 2025, the Company, the Operating Partnership, BofA Securities, Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., KeyBanc Capital Markets Inc. and Fifth Third Securities, Inc. entered into Amendment No. 2 to the Sales Agreement (“Amendment No. 2”) which, among other things, (i) removes Robert W. Baird & Co. Incorporated as a Sales Agent and (ii) adds Huntington Securities, Inc. as a Sales Agent. After giving effect to Amendment No. 2, the Sales Agents are BofA Securities, Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., KeyBanc Capital Markets Inc. and Fifth Third Securities, Inc.

The Shares will continue to be offered and sold by the Sales Agents pursuant to the Registration Statement, the underlying prospectus and applicable prospectus supplements thereto. As of the date hereof, we have sold approximately 6,271,144 Shares pursuant to the Registration Statement for gross proceeds of approximately $93.5 million, leaving approximately $156.5 million available to be offered under the prospectus supplement.

The foregoing description of Amendment No. 2 is a summary and is qualified in its entirety by reference to the full text of Amendment No. 2, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement, dated August 12, 2025, by and among Gladstone Commercial Corporation, Gladstone Commercial Limited Partnership, BofA Securities, Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., KeyBanc Capital Markets Inc. and Fifth Third Securities, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

				Gladstone Commercial Corporation (Registrant)
August 12, 2025				By:		/s/ Gary Gerson
						Gary Gerson Chief Financial Officer

FAQ

What change did Gladstone Commercial (GOODO) make to its ATM sales agreement?

The company executed Amendment No. 2 which removes Robert W. Baird & Co. Incorporated as a sales agent and adds Huntington Securities, Inc. as a sales agent.

How many shares has GOODO sold under the Registration Statement?

The company has sold approximately 6,271,144 shares pursuant to the Registration Statement.

How much gross proceeds has Gladstone Commercial raised through the ATM program?

Gross proceeds from shares sold to date are approximately $93.5 million.

How much capacity remains under the prospectus supplement for GOODO?

There is approximately $156.5 million available to be offered under the prospectus supplement.

Will the Shares continue to be offered under the existing registration statement?

Yes. The filing states the Shares will continue to be offered and sold pursuant to the effective Registration Statement and related prospectus materials.