Gyrodyne, LLC filings document a New York limited liability company with common shares of limited liability company interests listed on the Nasdaq Capital Market under GYRO. The company’s regulatory record focuses on its real estate portfolio, including the Flowerfield property and related subsidiary agreements.
Gyrodyne’s Form 8-K filings report material definitive agreements, amendments to property-sale arrangements, shareholder engagement agreements, annual meeting voting results, and Regulation FD materials such as management remarks and net asset value reconciliations. Its proxy statements describe director elections, executive compensation votes, auditor ratification, board governance, and shareholder voting mechanics.
Gyrodyne, LLC reported a preliminary, unaudited estimate of net assets in liquidation of $10.75 per share as of September 30, 2026, down $1.55 per share, or approximately $3.4 million in aggregate, from $12.30 per share as of June 30, 2026. The company attributed the decrease mainly to the lower estimated value, net of termination costs, of a potential sale of Flowerfield acreage to New York State compared with the B2K transaction.
Gyrodyne is negotiating a sale to New York State and termination of the B2K agreement contingent on that sale; neither agreement is definitive, and it believes a state sale could close in the second half of 2027. The B2K agreement covers approximately 49 undeveloped acres at a purchase price of $24.0 million to $28.74 million, with an approximately $4.0 million closing credit; the company said the transaction may not close by the end of 2028, if at all. The five-year Cortlandt Manor loan extension leaves an approximately $4 million balance at a fixed 7.28% rate. The Chief Operating Officer's termination is expected to save approximately $620,000 over the remaining liquidation period.
Gyrodyne, LLC extended the maturity of GSD Cortlandt, LLC’s loan, originally made in the principal amount of $4,950,000, by five years to October 10, 2031. GSD Cortlandt, a wholly owned subsidiary, and Gyrodyne as guarantor entered into an extension agreement with SIG CRE 2023 Venture LLC, the lender, effective October 10, 2026. The loan is secured by a mortgage on GSD Cortlandt’s property at 1985 Crompond Road in Cortlandt Manor, New York.
The loan’s interest rate reset to 7.28% per annum, and GSD Cortlandt made a $431,411.38 principal paydown as a condition of the extension. After that paydown and giving effect to the scheduled payment of principal and interest, the outstanding principal balance was $4,041,482.21. Gyrodyne reaffirmed its obligations under its limited guaranty and environmental indemnity agreement; GSD Cortlandt and Gyrodyne also provided a customary release of claims in favor of the lender and related parties.
Gyrodyne, LLC (GYRO) is asking shareholders to vote at its November 5, 2026 annual meeting on three proposals: elect Jan H. Loeb and Nader G.M. Salour to three-year terms ending at the 2029 annual meeting; approve named executive officer compensation on a non-binding advisory basis; and ratify Baker Tilly US, LLP as independent registered public accounting firm for fiscal 2026. The board recommends “FOR” all three. Shareholders of record on September 15, 2026 may vote; 2,199,308 common shares were outstanding and eligible, with one vote per share. Internet voting closes at 11:59 p.m. Eastern Time on November 4, 2026.
For 2025, total compensation was $250,000 for President, CEO, CFO and Treasurer Gary J. Fitlin and $200,000 for COO Peter Pitsiokos, unchanged from 2024. Pitsiokos’s employment ends October 2, 2026; Gyrodyne agreed to pay his salary through that date plus $100,000 in six-month severance. The company cites its resulting reliance on one full-time employee to complete property entitlement, marketing, sale and liquidation work.
Gyrodyne, LLC reports net assets in liquidation of $27,055,247 as of June 30, 2026, up from $25,858,997 at December 31, 2025. On 2,199,308 shares outstanding, this equates to estimated liquidating distributions of about $12.30 per share, versus $11.76 previously.
The increase of $1,196,250 in estimated liquidating value reflects employee restructuring savings of roughly $620,000, lower-than-forecast expenses, reduced Cortlandt Manor entitlement budget, and higher forecast rent from new leases. Total assets are $57.9 million, including $54.0 million of real estate held for sale and $3.8 million of cash; liabilities total $30.9 million, with loans payable of $10.7 million and estimated liquidation and operating costs of $15.3 million.
The company continues its plan to entitle and sell its Flowerfield and Cortlandt Manor properties and then dissolve, targeting completion around 2028. It has a purchase and sale agreement for a Flowerfield parcel with an estimated gross value of $28.74 million, subject to subdivision, site plan and other approvals, and faces ongoing Article 78 appellate proceedings and rising tenant concentration, including one major tenant in default.
Gyrodyne, LLC disclosed that it entered into a Separation Agreement with Chief Operating Officer Peter Pitsiokos, under which his employment will terminate effective October 2, 2026. He will receive base salary through that date plus a $100,000 six‑month severance, payable in a lump sum after the Separation Agreement and a general release become effective, and has agreed to confidentiality and non‑disparagement obligations.
After the termination, Gyrodyne will have one full-time employee to manage property entitlements, marketing, asset sales and completion of its liquidation. The company expects the termination to generate approximately $620,000 in savings over the remaining liquidation timeline and continues to expect liquidation to be completed by the end of 2028. It also outlines multiple risks that could affect property sales, capital raising efforts through 2028, litigation outcomes and its reliance on a single employee.
Gyrodyne, LLC reports net assets in liquidation of $25.9 million as of March 31, 2026, up modestly after a $65,005 favorable variance versus forecast. This equates to estimated liquidating distributions of about $11.79 per common share, compared with $11.76 at year-end 2025, based on 2,199,308 shares.
Real estate held for sale is carried at $54.0 million, while estimated liquidation and operating costs net of receipts total about $16.7 million over the remaining wind‑down. The company continues to pursue entitlements and sales of its Flowerfield and Cortlandt Manor properties and targets completing its liquidation in 2028.
Gyrodyne highlights a purchase and sale agreement for a roughly 49‑acre Flowerfield parcel valued at up to $28.74 million, subject to subdivision, site plan approvals and a $4.02 million sewer and infrastructure credit. One major tenant representing about 10% of rental income is in lease default, which may trigger temporary revenue loss and re‑leasing costs if not cured.
Gyrodyne, LLC is pursuing a liquidation strategy centered on its two remaining properties, Flowerfield and Cortlandt Manor, by securing zoning entitlements, selling the real estate, and distributing proceeds to shareholders. The company intends to complete this process by the end of 2028.
As of December 31, 2025, estimated net assets were $25.9 million, implying potential future distributions of $11.76 per common share based on 2,199,308 shares outstanding. This estimate reflects expected asset sale proceeds, entitlement costs, operating and liquidation expenses, and a planned credit of $4,020,222 for infrastructure under a major Flowerfield sale agreement.
Gyrodyne’s largest pending transaction is a Purchase and Sale Agreement for about 49 acres at Flowerfield with B2K Smithtown LLC, with an estimated gross value of up to $28,740,000, contingent on subdivision and site plan approvals and other conditions. The company expects subdivision approvals for Flowerfield in 2026 and Cortlandt Manor in 2027, but acknowledges entitlement, legal, market and macroeconomic risks that could delay sales or reduce proceeds.
The business currently generates rental income from largely medical and industrial tenants, with both Flowerfield and Cortlandt Manor 82% occupied at year-end 2025. Management states that additional capital will likely be needed to fund operations through 2028 absent timely property sales or loan modifications, and it has several term loans and a deferred compensation plan outstanding while also benefiting from a 2024 rights offering that raised approximately $4.4 million.
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.