Welcome to our dedicated page for Gyrodyne SEC filings (Ticker: GYRO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Gyrodyne, LLC (NASDAQ: GYRO) SEC filings page on Stock Titan provides structured access to the company’s regulatory disclosures as a New York limited liability company with common shares of limited liability company interests listed on the Nasdaq Capital Market. Gyrodyne files periodic and current reports that describe its real estate portfolio, governance matters, capital structure and ongoing liquidation strategy.
Investors can review current reports on Form 8-K that detail material events such as the execution of a purchase and sale agreement for approximately 49 acres of vacant land within the Flowerfield complex, agreements with activist shareholders like Star Equity Fund, LP and Leap Tide Capital Management LLC, and updates related to its rights offering. Other 8-K filings cover the results of annual shareholder meetings, including director elections, advisory votes on executive compensation and ratification of the independent public accounting firm.
Through proxy statements on Schedule 14A, Gyrodyne outlines proposals presented at its annual meetings, board recommendations, compensation policies and information about its strategy to realize shareholder value. These documents also describe the company’s ownership and management structure and provide additional context on its plan to sell properties and address liquidation contingencies.
Annual and quarterly reports, including Forms 10-K and 10-Q referenced in company communications, contain narrative and financial information about Gyrodyne’s real estate holdings, such as the 63-acre Flowerfield site and the Cortlandt Manor medical office park, as well as discussions of risks related to entitlements, litigation and regional real estate markets.
Stock Titan enhances access to these filings with AI-powered summaries that highlight key points from lengthy documents, helping users quickly understand items like changes in estimated net asset value in liquidation, terms of rights offerings, or the implications of zoning and subdivision decisions. Real-time updates from EDGAR allow users to track new filings as they appear, including Forms 4 and other ownership reports that may be relevant to monitoring insider transactions and governance dynamics at Gyrodyne.
Gyrodyne, LLC, through its wholly owned subsidiary GSD Flowerfield LLC, entered into a Second Amendment dated January 6, 2026 to its Purchase and Sale Agreement effective July 30, 2025 with B2K Smithtown LLC. The amendment confirms that, except as expressly changed, all other terms of the original purchase agreement remain in full force and effect.
The company notes an unresolved third-party covenant issue connected to this transaction and states it is premature to determine how this will affect the timeline or the value of its net assets in liquidation. Gyrodyne also highlights a broad set of risks around selling its remaining Flowerfield and Cortlandt Manor properties, ongoing litigation including an Article 78 proceeding, regulatory contingencies, activist shareholder activity, and macro factors such as inflation, higher interest rates, and the recent banking crisis.
Gyrodyne (GYRO) reported Q3 2025 results under the liquidation basis. Net assets in liquidation were $32,378,669, up from $30,596,313. Based on 2,199,308 shares outstanding, this equates to estimated liquidating distributions of $14.72 per share versus $13.91 at year-end 2024.
The quarter reflects a signed, contingent sale contract for approximately 49 acres at Flowerfield: the B2K Agreement at a purchase price between $24,000,000 and $28,740,000, with management estimating $28,740,000 subject to subdivision and site plan approvals. The investigation period was extended to December 5, 2025. Management continues to target completing liquidation in 2027.
On the balance sheet, real estate held for sale was $54,890,000, cash and cash equivalents $5,106,711, loans payable $10,945,203, and estimated liquidation and operating costs net of estimated receipts $12,273,245. The Company notes available cash resources sufficient to fund operations for approximately 18 months absent additional asset sales. Litigation on the Flowerfield subdivision advanced with prior dismissal of the petition and ongoing appeals, while a cooperation agreement with Star Equity limits proxy activity through specified dates.
Gyrodyne, LLC reported voting results from its 2025 annual meeting. Shareholder participation was 66.50% of the 2,199,308 shares eligible to vote.
Richard B. Smith was elected to a three-year term with 1,394,282 votes for, 29,759 withheld, and 38,531 broker non-votes. Shareholders approved the non-binding advisory vote on named executive officer compensation with 1,392,477 for, 31,202 against, 362 abstain, and 38,531 broker non-votes. Shareholders also ratified Baker Tilly US, LLP as the independent public accounting firm for fiscal 2025 with 1,438,045 for, 284 against, and 24,243 abstain.
Gyrodyne, LLC (GYRO) furnished a Regulation FD update, noting that its President and CEO Gary Fitlin delivered prepared remarks at the 2025 Annual Shareholders Meeting held on November 5, 2025. The text of the remarks is included as Exhibit 99.1 and incorporated by reference.
The company states that the information provided under Item 7.01, including Exhibits 99.1 and 99.2, is furnished and not deemed filed under the Exchange Act, and therefore not subject to Section 18 liabilities.
Gyrodyne, LLC (GYRO) filed its definitive proxy for the 2025 annual meeting. Shareholders will vote on November 5, 2025 at 11:00 a.m. ET in Saint James, NY.
The agenda includes: (1) elect one director for a three-year term, with the Board nominating Richard B. Smith; (2) a non-binding advisory vote to approve executive compensation; and (3) ratification of Baker Tilly US, LLP as independent auditor for the fiscal year ending December 31, 2025. The Board unanimously recommends voting FOR all proposals.
The record date is September 15, 2025. Shares outstanding and entitled to vote were 2,199,308 as of the record date. Gyrodyne entered a cooperation agreement with Star Equity Fund, LP, under which Star Equity withdrew its nominations and agreed to certain standstill and voting commitments; the Company will nominate one director and reduce the Board to four directors.
Gyrodyne, LLC entered into governance agreements with Star Equity Fund and Leap Tide Capital to resolve proxy matters and align voting. Star Equity withdrew its June 4, 2025 nomination notice and agreed to vote its shares in line with the Board’s recommendations until December 31, 2026, or December 31, 2027 if both Nader G.M. Salour and Jan H. Loeb are re-nominated for 2026 and accept. Limited exceptions permit discretionary voting on certain extraordinary transactions and following ISS recommendations at a special meeting after the Annual Meeting.
Gyrodyne will nominate only Richard B. Smith for a new three‑year term at the 2025 Annual Meeting and reduce the Board from five to four directors, with a defined process for a mutually acceptable independent replacement if a continuing director departs. The Company capped aggregate Chairman fees at $65,000 and established mutual non‑disparagement through the Termination Date. The Leap Tide agreement adds coordinated voting and customary standstill through the lead‑up to the 2028 nomination window.
Gyrodyne, LLC (GYRO) Form 4 summary: Towerview LLC reported an insider sale on 09/08/2025. The filing shows a disposition of 1,973 common shares at a price of $12.55 each. After the sale, the reporting person beneficially owns 338,107 common shares. The transaction is coded S (sale) and the ownership form is reported as Direct (D). The Form 4 was signed by Daniel R. Tisch.
Gyrodyne, LLC urges shareholders to use the WHITE universal proxy card to vote FOR the company nominees Paul L. Lamb and Richard B. Smith on Proposal 1, FOR the non‑binding advisory approval of executive compensation on Proposal 2, and FOR ratification of Baker Tilly as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The filing warns shareholders not to sign or return any proxy card or voting instruction form sent by or on behalf of Star Equity because only the latest dated proxy will be counted. Because Star Equity has nominated director candidates, the election is contested and a universal proxy card will be used; shareholders may vote for nominees from either slate but may not vote for more nominees than seats available.
Gyrodyne, LLC director Ronald J. Macklin filed an amended Form 4 showing an insider transaction dated 03/12/2024. The filing reports the acquisition of 8,698 common shares through exercise of rights in a rights offering at a price of $8 per share, and records 30,441 shares beneficially owned following the transaction. The amendment corrects the number of shares acquired and the number beneficially owned as noted in the filing. The document is an amended disclosure of previously reported insider activity.
Star Equity Fund and affiliated parties report beneficial ownership of 156,774 shares of Gyrodyne, LLC, representing approximately 7.13% of the outstanding common stock based on 2,199,308 shares outstanding as of August 8, 2025. The filing is Amendment No. 7 to a Schedule 13D and states the Reporting Persons filed jointly under a Joint Filing Agreement dated August 22, 2025. The group includes Star Equity Fund, Star Equity GP, Star Investment Management, Star Operating Companies, Star Value, Hudson Global, CEO Jeffrey E. Eberwein, and nominees Hannah M. Bible and Matthew R. Sullivan. The filing confirms sole voting and dispositive power over the 156,774 shares by the named reporting entities and discloses no recent transactions for most reporting persons within the past 60 days, with Star Equity Funds recent trades referenced in an attached Schedule A.